HomeMy WebLinkAboutCarlsbad Unified School District; 1988-03-23; C-45-8788Conkact No. C-45-8788
r ’ AGREEMENT FOR COOPERATION BETWEEN THE
CARLSBAD UNIFIED SCHOOL DISTRICT, THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION,
AND THE CITY OF CARLSBAD
1. PARTIES AND DATE
1.1 This Agreement is entered into this 23rd day of March 1988 by and among the CARLSBAD UNIFIED SCHOOL DISTRICT,'a public agency ("District"), the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ('Commission"), and THE CITY OF CARLSBAD ("City").
2. RECITALS
2.1 The City has adopted Ordinance No. 9639 on July 20, 1982, which ordinance approves the Village Area Redevelopment Plan ("Redevelopment Plan') and establishes the Village Project Area ("Project Area") pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) for the redevelopment, replanning and redesigning of certain blighted areas within the City of Carlsbad which require redevelopment in the interest of health, safety, and general welfare of the City of Carlsbad.
2.2 The District, the Commission and the City wish to enter into this Agreement for Cooperation to provide mutual aid and assistance in the redevelopment of certain areas of the City through the acquisition, exchange, relocation, and construction of public school facilities and other public facilities. More specifically, and subject to the conditions
described hereinafter, the Commission and the District wish to
cooperate in connection with the following redevelopment
activities:
(a) Conveyance of a portion of property owned by the District (which property to be conveyed is legally described in Exhibit A attached hereto and incorporated herein by reference) (the "District Site") to the Commission in exchange
for the construction of a Senior Citizen Center which will include District administrative offices and the Undivided Interest (as defined in Section 5.4 below) (the 'Administrative
Offices"). Such District Administrative Offices are to be leased by the Commission to the District for a term of ten (10) years or as hereafter provided and thereafter conveyed to the District pursuant to the terms hereof. The Senior Citizen
Center, including the District Administrative Office, is
hereinafter described as the 'Center', and the Senior Citizen Center, excluding the District Administrative Offices, is hereinafter described as the "Commission's Interest". The
Commission may convey the District Site and/or Center (exclusive of the Administrative Offices) to the City subject to the terms and conditions of this Agreement, and
(b) The temporary relocation of the certain various
District uses presently operating on the District Site.
2.3 The District, the Commission and the City recognize
the need to provide adequate public school facilities and other
public services and amenities to serve the Project Area and the District. The District, the Commission and the City have determined that such facilities are a benefit to the Project Area and that there are no other reasonable means of financing the construction of such public school facilities and other public facilities. Accordingly, it is the purpose of this Agreement to create a cooperative relationship among the Commission, the District and the City to provide for the implementation of projects which are of mutual benefit to the
Commission and the District and the community at large by utilizing the combined resources of the Commission, the District and the City to carry out the goals of the Redevelopment Plan and of the District.
NOW, THEREFORE, in consideration of the foregoing and the * mutual promises and covenants contained herein, the parties hereto agree as follows:
3. DISTRICT SITE
The Commission has completed and the District hereby approves the site plan for the development of the Center ("Center Plan") attached hereto as Exhibit B and incorporated herein by reference. District hereby consents to any land use
\ entitlement applications submitted by the Commission or its designee prior to conveyance of the District Site to the Commission which are substantially consistent with the Center Plan. The District shall convey title to the District Site,
free and clear of all liens and encumbrances except those approved by the Commission, as more specifically set forth in Section 4 below; provided, however, in the event District fails to receive State Agency approval or is otherwise legally prohibited from conveying the District Site to Commission, this Agreement shall be terminated and neither party shall have any
rights or obligations hereunder.
3.2 Upon conveyance of title to the District Site to the Commission, the Commission, in exchange, shall undertake redevelopment of the District Site in accordance with the Center Plan.
3.3 Any redevelopment activities undertaken by the Commission on the District Site shall meet the following requirements:
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(a) A Floor Plan for the Administrative Offices, containing no less than 12,000 square feet, shall be submitted to the District for its approval, which approval shall not be unreasonably withheld. Within twenty (20) business days after receipt of a Floor Plan for the Administrative Offices, the District shall approve of such Floor Plan or shall provide the Commission with a written statement setting forth the reasonable basis upon which the District withholds its consent, provided that upon revision by the Commission of a Floor Plan for the Administrative Offices to address the matters set forth in any such written disapproval by the District, such revised
Floor Plan shall be deemed approved by the District.
(b) The schedule of work shall be developed jointly
by the Commission and the District, and approved, in writing,
by the District to assure minimum disruption to Pine School (located adjacent to the District Site) and the administrative responsibilities of the District. Any requested approval of such schedule of work shall be delivered by the District to the Commission within 20 business days after receipt thereof.
3.4 District shall vacate the District Site by August 1, 1988, unless otherwise notified by the Commission of a later '
date established by thirty (30) days' written notice.
4. CONVEYANCE OF THE DISTRICT SITE
4.1 The District hereby agrees to convey the District Site to the Commission upon the terms and conditions hereinafter set forth, in exchange for the lease and conveyance to the District by the Commission of the Administrative Offices and other consideration as set forth herein.
4.2 The transfer of the District Site to the Commission
shall occur after the Commission has approved a Floor Plan for the Administrative Offices and after the Commission has awarded a contract for construction of the Center. The terms "Close of Escrow," "Closing" and/or "Closing Date" are used herein to mean the time the District's grant deed is filed of record in the Office of the County Recorder of San Diego County.
4.3 On or before 12:00 o'clock noon on the day preceding the Closing Date, the District shall deposit with First
American Title Insurance Company ("Escrow Agent") any
instruments required by Escrow Agent to comply with the terms hereof.
4.4 At least five (5) days prior to the Closing Date, the
District shall deliver to Escrow Agent a grant deed conveying
the District Site to the Commission which document shall be duly executed and acknowledged by the District and/or such
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persons as the title insurer may require in order to issue the title policy described herein, together with any title documents required pursuant to Section 4.6 below. On or before the Closing Date, the District shall deposit with Escrow Agent such other instruments as may be required of the District to permit Escrow Agent to comply with the terms hereof.
4.5 On the Closing Date, Escrow Agent shall record the grant deed described in Section 4.4, above, provided Escrow Agent obtains assurance that First American Title Insurance Company is prepared to issue its CLTA policy of title insurance
covering the District Site and showing title vested in the
Commission in the amount of One Million Five Hundred Eighty
Thousand Dollars ($1,580,000) subject only to the following:
(a) Non-delinquent general real property taxes;
(b) Approved exceptions shown in the preliminary title report to be approved by the Commission pursuant to Section 4.6 below; and
(c) Exceptions consented to (in writing) or created by the Commission. .
4.6 The Commission shall promptly order a preliminary title report for the District Site, together with copies of all documents referenced therein as exceptions. The Commission shall have until April 1, 1988, to approve or disapprove the condition of title of the District Site. In the event that any matters are shown on the preliminary title report which are not acceptable to the Commission, the Commission shall have the right to disapprove same on or before April 1, 1988, by so notifying the District in writing. In the event the Commission fails to notify the District in writing of a disapproved exception prior to April 1, 1988, the exceptions shown therein shall be deemed approved by the Commission. The District
shall, within thirty (30) days thereafter, notify the
Commission in writing, whether the District agrees, at its sole expense, to cause the removal of a disapproved exception. If District fails to respond, the District shall be deemed to have refused to remove the disapproved exception. If the District refuses or is deemed to have refused to remove the disapproved exception, the Commission may either waive its prior objections and proceed with the escrow or cancel this transaction by written notice to the District and Escrow Agent within ten (10) days following the receipt of the District's notice (or ten (10) days following the date the District is deemed to have refused, if the District fails to provide notice). In the event the Commission elects to terminate this Agreement pursuant to the provisions of this Section, the Commission and
District agree to immediately execute any document required to
cause Escrow Agent to cancel the escrow, less escrow
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e \ cancellation charges, if any, after which time neither party shall have any further obligation to the other under this
Agreement.
4.7 Real property taxes, if any, assessed against the District Site for the fiscal year in which Close of Escrow occurs shall be prorated as of the Close of Escrow on the basis of a thirty (30) day month. The Commission will pay the Escrow Agent's fee, Escrow Agent's drafting charges, recording charges and documentary transfer tax in an amount determined by Escrow Agent and the title policy premium on the policy herein described. .
4.8 Escrow Agent will cause the County Recorder of San Diego County to mail the grant deed covering the District Site to the Commission at the address set forth for the Commission herein. Escrow Agent will further deliver to the Commission by
United States mail, the title policy called for herein.
4.9 The District will deliver fee title in the District Site to the Commission at Close of Escrow.
5. CONVEYANCE OF THE ADMINISTRATIVE OFFICES
5.1 The Commission agrees to demolish the existing buildings located on the District Site except for the relocatable classrooms to be relocated by the District pursuant to Section 6.2, below, and to construct the Center in a timely manner in accordance with the Center Plan. The Commission further agrees to construct the Administrative Offices in accordance with Floor Plan approved by the District, which Administrative Offices shall occupy not less than 12,000 square feet of office' space within the Center. The building in which the Administrative Offices will be situated shall be developed by the Commission as an office condominium. The Commission shall take all necessary steps to prepare and/or file a condominium plan, covenants, conditions and restrictions, and any other documents necessary to develop the
condominium project. Commission shall defend, indemnify and
hold District harmless with respect to any losses, damages,
liabilities, claims, actions, judgments, court costs and legal or other expenses incurred as direct or indirect consequence of the construction of the Center by the Commission for the period commencing upon District vacation of the District Site and terminating upon commencement of the Administration Offices
Lease.
5.2 Within thirty (30) days after completion of the Administrative Offices in accordance with the plans and specifications, the Commission shall (i) deposit a Grant Deed conveying a condominium interest in the Administration Office to the District into an escrow with First American Title
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Insurance Company and, (ii) the Commission, as lessor, and the
District, as lessee, shall execute the Lease for the Administrative Offices in the form of Exhibit C attached hereto
and incorporated herein by this reference (the "Administrative
Offices Lease"). In addition to the foregoing, after
completion of the Center and as long as the District holds a real property interest in the Administrative Offices, the Commission will grant the District, without additional charge, the right to use an auditorium, which the Commission intends to construct in the Center, for the District's board meetings
twice each month, and at other times on an as available
as-needed basis. The Administrative Offices Lease shall be for a term of ten years, and shall provide for rent equal to the sum of base rent in an amount equal to Twenty-Nine Thousand Eight Hundred Dollars ($29,800.00) per year, payable in arrears, plus in an amount equal to the monthly assessments as would be calculated under paragraph 5.4 below (together the "Rent"). The Administrative Offices Lease shall provide for termination by the District prior to the termination of the ten (10) year term upon payment of the total annual rent remaining for the balance of the ten (10) year period. A memorandum of the Administrative Offices Lease, in the form of Exhibit D attached hereto, shall be executed and acknowledged by the
Commission and recorded in the Official Records of San Diego *
County upon the effective date of the Administrative Offices
Lease.
5.3 Concurrently with execution of the Administrative Offices Lease and deposit of the Grant Deed, the Commission shall cause the building in which the Administrative Offices will be situated to become an office condominium (the "Conversion").
5.4 Following (a) the end of the ten (10) year term of the
Administrative Offices Lease, provided the Administrative
Offices Lease has not been terminated prior to the end of such ten (10) year term and the District is not then in default in the payment of the Rent or any other sums payable by the District pursuant to the terms thereof, and (b) the completion of the Conversion, the Commission shall convey to the District, for no additional consideration, a fee interest in the condominium Administrative Offices together with an undivided interest in the Center common area equal to a fraction the numerator of which is the total square footage of the Administrative Offices as shown in the Condominium Documents approved by the Commission and the District and the denominator of which is the total square footage of the Center building as shown in said Condominium Documents ("Undivided Interest"). The Condominium Documents shall require the formation of a committee comprised of a designee of the Commission and a designee of the District and the on-site manager to review the operation and maintenance of the Center. It is understood and
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agreed that upon the conveyance of the Administrative Offices
to the District, the District will be required to pay monthly assessments to the Commission covering common area and buildir,,g
exterior maintenance obligations, the District's percentage share of which shall be determined by utilizing the Undivided Interest calculation immediately above. The Administrative Offices and the Undivided Interest are hereinafter referred to collectively as the "Administrative Offices."
5.5 The Commission's obligation to convey the Administrative Offices to the District shall be satisfied by delivering to First American Title Insurance Company instructions to record the Grant Deed held by First American pursuant to Section 5.2 hereof. Title to the Administrative Offices shall be subject only to nondelinquent real property taxes and covenants, conditions, restrictions, easements, rights and rights of way of record approved by the Commission and the District. The District shall bear all expenses in
connection with such conveyance including, without limitation, documentary transfer taxes, escrow charges (if any), recording charges and title policy premiums. Real property taxes and assessments, if any, shall be prorated as of the date of delivery of such grant deed to the District.
6. TEMPORARY RELOCATION OF DISTRICT USES
6.1 The District Site is currently occupied by four (4) uses, as follows:
(a) Administrative offices
(b) Relocatable classrooms
(c) The storage of District vehicles
(d) Warehousing of District supplies including food supplies and gardening equipment
6.2 The District shall be responsible for locating replacement offices for the administrative offices referenced above (the "Replacement Offices") during the period of construction of the Center.
6.3 Vehicle storage for the District's approximately sixty (60) vehicles and/or the warehousing of the District supplies referenced above shall, at the District's option, be provided for by the City at the Safety Center owned by the City and located at 2560 Orion Way, Carlsbad, California (the "Safety
Center") on a month to month tenancy with the rental rate to be agreed upon by the City and the District; provided the District's rental obligation shall be $833.33 per month if District elects to both store its approximately sixty (60) vehicles and/or warehouse the District supplies.
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If the. District elects to have such storage provided for by the City, the District and the City shall, concurrently with the execution of this Agreement, execute the Lease for the Safety Center space in the form of Exhibit E attached hereto and incorporated herein by this reference (the "Safety Center Lease"). The Safety Center Lease shall provide for the District to store its approximately sixty (60) vehicles and/or warehouse its District supplies and supplies related to the District's ancillary office uses in a 3600 square foot modular a month-to-month basis commencing on at the agreed upon rent, payable monthly in The'District shall be responsible for all taxes, maintenance and insurance in connection with the leased premises, all as more specifically set forth in the Safety Center Lease. In the event the District does not vacate the Safety Center at the end of the Safety Center Lease term, the Safety Center Lease shall be extended on a month-to-month basis at rent equal to the "Fair Market Rental Value", as defined below. Notwithstanding the foregoing, the Safety Center Lease shall terminate at the end of such ten year term unless the District delivers to the City, within one hundred eighty (180) days prior to the end of the ten (10) year Safety Center Lease term, written notice that it desires to continue the Safety * Center Lease on a month-to-month basis at Fair Market Rental
Value together with a one-time only sum payable as
consideration for extension of the Safety Center Lease on a month-to-month basis in an amount equal to two percent (2%) of
the sum of rent paid by the District to the City under the
Safety Center Lease during the ten (10) year term.
(a) For purposes of Section 6.3 hereof, "Fair Market Rental Value" shall be determined, as follows:
(i) At least 180 days prior to the date ten (10) years after commencement of the Safety Center Lease ("Tenth Anniversary Date"), the District and the City shall attempt
to reach agreement as to the Fair Market Rental Value.
(ii) In the event that the District and the City
are unable to agree upon a Fair Market Rental Value within such period, then no later than the 150th day prior to Tenth Anniversary Date, the District and the City shall jointly attempt to agree on the appointment of a real estate appraiser who is a member of the American Institute of Real Estate Appraisers or any successor thereto (or in the event the American Institute or Society of Real Estate Appraisers or any successor shall not then be in existence, a disinterested real estate appraiser having appropriate qualifications to appraise commercial real estate as set forth immediately below), with at least ten (10) years
professional experience in Southern California in
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appraising land and improvements similar to the leased
premises. All appraisers selected pursuant to the provisions hereof shall be impartial and unrelated,
directly or indirectly, so far as employment of services is concerned, to any of the parties hereto, or their successors. The cost of the services performed by such appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties shall determine the "Fair Market Rental Value" in the manner herein specified and shall render his or her appraisal within one hundred twenty (120) days after said appraiser has been selected.
(iii) Failing the joint action within the time specified in (b) above, the District and the City shall each within an additional fifteen (15) days, separately at its own cost designate any appraiser meeting the qualifications stated in paragraph (ii) above. If two appraisers are appointed and they concur on the Fair Market
Rental Value, the Fair Market Rental Value determined by
them shall be the Fair Market Rental Value. If the
appraisers do not concur, and the difference between the respective higher and lower determinations of Fair Market Rental Value is an amount less than ten percent (10%) of * the amount of the higher determination of the Fair Market Rental Value, the mean average of the two determinations shall be the Fair Market Rental Value. The two appraisers shall render their respective appraisals within one hundred twenty (120) days after they have been selected.
(iv) If the difference between the two deter-
minations exceeds the amount specified above, the two
appraisers shall jointly select a third appraiser meeting
the qualifications set forth in paragraph (ii) above, and
if they are unable to agree on a third appraiser either of
the parties to the Lease, by giving fifteen (15) days notice to the other party, may apply to the presiding judge of the Superior Court of San Diego County to select a third appraiser who meets the qualifications set forth in paragraph (ii) above. The third appraiser, however
selected, shall be a person who has not acted in any
capacity for either party. Within fifteen (15) days from the date of the selection of the third appraiser, all three appraisers shall meet and the first two appraisers shall present to the third appraiser all of their findings, data and conclusions as to the Fair Market Rental Value. The
third appraiser shall review all such findings, data and
conclusions, and shall determine which of the two
appraisers' respective determinations is the more reasonable determination. The third appraiser shall not be permitted to make any other independent determination of Fair Market Rental Value. The appraiser's determination
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found by the third appraiser to be the most reasonable determination shall be the Fair Market Rental Value. The third appraiser's conclusion shall be reached within one hundred twenty (120) days from the selection of the third appraiser. The expenses related to the selection and services of the third appraiser shall be shared equally by the District and the City.
(v) In the event that the final determination of Fair Market Rental Value occurs after the Tenth Anniversary
Date, the Fair Market Rental Value, as determined shall
nonetheless commence concurrently with the first day of the Lease term following the expiration of the initial ten (10) year term.
6.4 The Commission shall pay the District the sum of Two Hundred Thousand Dollars ($200,000.00) to cover the District's costs of relocating all facilities set forth in this Section 6, as well as rental for the Replacement Offices during the period of construction of the District Administrative Offices in the Center (collectively the "Relocation Amount"). The Commission and the District hereby acknowledge and agree that the
Relocation Amount is fair and reasonable compensation for such costs of relocation and rental and the Commission shall not ' have any obligation to pay the District an amount in excess of the Relocation Amount for such costs of relocation and rental, except if and to the extent that a delay in construction of the Center exceeds one (1) year from the date the District vacates, in which case the Commission shall reimburse the District, upon receipt of evidence of costs incurred, for any rent payable by the District until the District relocates to the Center.
The payment of the'Relocation Amount shall be in the form of a check payable to the District, which check shall be delivered by the Commissioner to the District on or
before &5 SWOrUb Re Dis#io%w
6.5 The Commission hereby acknowledges and agrees that it shall be solely and completely responsible for (a) the removal of that certain fuel tank located on the District Site, including any grading or other work necessary to restore the
surface of the District Site following such removal, and (b)
ensuring that such removal of said fuel tank and the condition
of the District Site following such removal comply with all
applicable federal, state and local laws, regulations, ordinances and rules. The District shall reimburse Commission
for all costs associated with the disposal or treatment of
Hazardous Materials, as hereafter defined.
The District hereby further agrees to indemnify and hold the Commission harmless from and against, any losses, damages, liabilities, claims, actions, judgments, court costs
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L * and legal or other expenses (including attorneys' fees) which the Commission'may incur as a direct or indirect consequence of the use, generation, manufacture, disposal, threatened disposal, transportation or presence of "Hazardous Materials" (as hereinafter defined) in, on, under or about the District Site. For purposes of this Section, "Hazardous Materials"
shall mean any oil, flammable explosives, asbestos, urea
formaldehyde insulation, radioactive materials, hazardous
wastes, toxic or contaminated substances or similar materials,
including, without limitation, any substances which are
"hazardous substances", "hazardous wastes", "hazardous materials" or "toxic substances" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 99601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.Tl801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 86901, et seq., Sections 25117 and 25316 of the California Health& Safety Code, or any other applicable environmental law, ordinance or
regulation.
7. RIGHTS OF FIRST REFUSAL TO PURCHASE
7.1 If, at any time following the conveyance of the
Administrative Offices by the Commission to the District, the ' District determines to offer to sell or receives an offer to purchase the Administrative Offices on terms and conditions acceptable to the District, the District shall communicate such fact to the Commission and provide the Commission with a written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen (15) calendar days of determination or receipt of such an offer (the
"Notice of Offer"). The Commission shall have forty-five (45)
calendar days following receipt of the Notice of Offer in which
to deliver written notice to the District of the Commission's
exercise of the Right of First Refusal to purchase the
Administrative Offices upon the same terms and conditions as contained in such Notice of Offer. If Commission exercises this right, the District shall sell the Administrative Offices
to the Commission on the same terms and conditions contained in the Notice of Offer. If the Commission fails to exercise this
Right of First Refusal within said period, the District may thereafter sell the Administrative Offices upon the same terms. The provisions of this Section shall be operative each time the District determines to sell the Administrative Offices to a third party.
7.2 If, at any time following the lease or conveyance of the Administrative Offices by the Commission to the District, the Commission determines to offer to sell, or receives an offer to purchase, the Commission's Interest on terms and conditions acceptable to the Commission, the Commission shall communicate such fact to the District and provide the District
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with a written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen (15) calendar days of determination or receipt of such an offer (the "Notice of Offer"). The District shall have forty-five (45) calendar days following receipt of the Notice of Offer in which to deliver wrrzten notice to the Commission of the District's exercise of the Right of First Refusal to purchase the Commission's Interest upon the same terms and conditions as contained in such Notice of Offer. If the District exercises this right, the Commission shall sell the Commission's Interest to the District on the same terms and conditions contained in the Notice of Offer. If the District fails to exercise this Right of First Refusal within said period, the Commission may thereafter sell the Commission's Interest upon the same terms. The provisions of this Section shall be operative each time the Commission determines to sell the Commission's Interest to a third party.
8. GENERAL PROVISIONS
8.1 This Agreement, inasmuch as it binds the District
to sell, exchange and/or grant real property under certain conditions/events, must be executed in accordance with applicable provisions of the Education Code as must each real ' property transaction, subject to approval by the appropriate State Agency.
8.2 If any party to this Agreement commences litigation against any other party for the purpose of determining and
enforcing its rights hereunder, or for money damages for a
breach hereof or for other equitable relief related hereto, the prevailing party shall be entitled to receive from the losing
party, attorney's fees in the amount determined by the Court, together with costs reasonably incurred in prosecuting and defending such action.
8.3 No broker's commission or finder's fee shall be
payable as a result of this transaction. The District and the
Commission each agree to and hereby does indemnify and hold the
other harmless from and against any claim, demand and/or liability asserted or established against said other party by or in favor of any third party for a brokerage commission or finder's fee based on their agreement with such party.
8.4 Unless otherwise specifically provided, all notices,
demands or other communications given hereunder shall be in writing and shall be deemed to have been delivered upon actual personal delivery or as of three (3) business days after
mailing by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
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If to The District: SO&-W
Attn:
If to the Commission: Rcpv;irle &ecmc
Attn:
Copies To: City Attorney
If to the City:
Attn:
cm wt4aw&h
Attn:
or to such address or to such other person as any party shall designate to the other for such purpose in the manner hereinabove set forth.
8.5 This agreement contains the entire agreement between
the parties relating to the transactions contemplated hereby and all prior agreements, understandings, representations and statements, oral or written, are merged herein.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first above written.
CARLSBAD UNIFIED SCHOOL DISTRICT
Dated March 73. 1988
Dated u& / /
ATTEST:
Dated j&$&/c/// / /
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By:b'
Presidfit, Board 0% frustees
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EXH’- T A TO AGREEMENT
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LEGAL DESCRIPTION
of Proposed Parcel ‘A City of Carlsbad Senior Center & Administration Building
Parcel A of ROS # Recorder of the County of San Diego on filed in the office of the County
, 1987, more specifically described as follows:
Beginning at the Northerly corner of Lot 17, Block 59 of Map of Carls- bad Highlands in the Town of Carlsbad, County of San Diego, State of Cali-
fornia, according to Map thereof No. 1661 filed in the office of the recorder of said County on March 1, 1915; thence proceeding South 34O33’ East along the Westerly line of said Block 59, a distance of 129.7 feet; thence South 55O27’35” West a distance of 169.2 feet: thence South 34O33’ East ‘a distance of
100.9 feet; thence South 5S027’35” West a distance of 201.8 feet; thence South 34O33’ East a distance of 116.8 feet; thence South 55O27’35” West a distance of
7.8 feet; thence South 34O33’ East a distance ,.of 169.2 feet; thence South 55°27’3511 West a distance of 141 .l feet to the Westerly fine of Lot 18 Block 45, of said map 1661; Thence North 34’33’ West along said Westerly line a distance of 516.6 feet to the Westerly corner of Lot 17, of Block 46 of said
Map 1661; thence North 5S027’35” East along the southerly Right-of-way line of Pine Drive as shown on said Map 1661 a distance of 519.93 feet to the
Point of Beginning.
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EXHIBIT C TO AGREEMENT
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. STANDARD ItiDUSTRlAL LEASE - MULTI-TENANT
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
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1. PartIer. This Lease, dated, for reference purposes only,
is made by and between @Xl- dHousimandFWewlomm tCczmissi.on * 19-.
and School District
(herein called “Lessor”)
(herem called “Lessee”).
2. Prrmlses, Parking and Common Areas.
2.1 Premlres. Lessor hereby leases to LeSSee and LOSS(M leases from Lessor for the term, at the rental, and upon ajj of the conditions set forth
herein, real property situated in the County of .kn 0 : , State of ifornia . . commonly known as . . the Mf1rrs . .
and described as
herein referred to as the “Premises”, as may be outlined on an Exhibit attached hereto. including rights to the Common Areas as herein&e;
specified but not including any rights to the roof of the Premises or to any Building in the ~HMM&I Center. The Premises are a portion of a building,
herein referred to as the “Building.” The Premises, the Building. the Common Areas thela
buildings and improvements thereon, are herein collectively referred to as the “&enter/ .
d upon which thesameare located, along with alj other
2.2 Vehicle Parklng. Lessee shall be entitled to vehicle parking spaces. unreserved and unassigned, on those portions of the Common Areas destgnated by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used only for parking by vehicles no larger than full size passenger automobilesor pick-up trucks, hereincalled “Permitted Size Vehicles.“Vehtctes other than Permitted Size Vehicles are herein referred to as “Oversized Vehicles.”
2.2.1 Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers,
customers. or invitees to be loaded. unloaded. or parked in areas other than those designated by Lessor for such activities.
2.2.2 If Lessee permits or allows any of the prohibited activities described in paragraph 2.2 of this Lease. then Lessor shall have the right,
without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.
2.3 Common Areas -,Deftnltlon. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary lineof Ihe- Center that are provided and designated by the Lessor from timeto time for the general non-exclusive use of Lessor,
Lessee and of other lessees of the W Center and their respeclive employees. suppliers, shippers, customers and invitees, including parking areas. loadmg and unloadmg areas, trash areas, roadways, sidewalks. walkways, parkways, driveways and landscaped areas.
2.4 Common Areas - Lessee’s Rights. Lessor hereby grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers,
customers and invitees. during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use. the Common
Areas as they exist from time to time. subject to any rights, powers. and privileges reserved by Lessor under the terms hereof or under the terms of
any rules and regulabons or restricttons governing the use of the&dus&M Center. Under no circumstances shall the right herein granted to use lhe Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent Of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
2.5 Common Areas - Ruler and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish. modify, amend and enforce reasonable rules and
regulations with respect thereto. Lessee agrees to abide by and conform to all such rules and regulations, and to cause its employees. suppliers,
shippers. customers, and invrtees lo so abide and contorm. Lessor shall not be responstble to Lessee for the non-compliance wrth said rules and
regulations by other lessees of the- Center. .
2.6 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:
(a) To make changes to the Common Areas. including. without limitation, changes in the location. sire. shape and number of driveways,
entrances, parking spaces, parking areas. loading and unloading areas. ingress, egress. directionof traffic, landscaped areas and walkways: (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available: (c) To destgnate other land outside the boundaries of the+n&&M Center to be a part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas: (e) To use the Common Areas while engaged in makmg additional improvements. repairsor alterattons to the
m Center. or any portion thereof; (1) To do and perform such other acts and make such other changes in. toor with respect to the Common
Areas and &&&MI Center as Lessor may, in the exercise ot sound business judgment. deem to be appropriate.
2.6.1 Lessor shall at all times provide the parking facilities required by applicable law and in noevent shall the number of parking spaces
that Lessee is entitled to under paragraph 2.2 be reduced.
a. Term.
3.1 Term. The term of this Lease shall be ior ten ltOl v~ilr.c.
commencing on unless sooner terminated pursuant to any provisjon hereot. and ending on
3.2 Delay In Poeeeeslon. Notwithstanding said commencement date. if for any reason Lessor cannot deliver possession of the Premises to Lessee on said date. Lessor shall not be subject to any liability therefor. nor shall such failure affect the validity of this Lease or the obligattons of Lessee hereunder or extend the term hereol. but in such case, Lessee shall not be obligated to pay rent or perform any other obligatton of Lessee under the terms of this Lease, except as may be otherwlse provided in this Lease, until possession of the Premtses is tendered to Lessee: provided, . however, that if Lessor shall not have delivered possession of the Premtses within sxty (60) days from said commencement date. Lessee may. at
Lessee’s opljon. by notme in wrnlng to Lessor wilhm ten (10) days thereatter. cancel this Lease, in which event the parties shall be discharged from
all obligations hereunder; provided further, however, that if such written notice of Lessee is not received by Lessor within satd ten (10) day period.
Lessee’s right to cancel this Lease hereunder shall terminate and be ot no further force or eflect.
3.3 Early Possession. If Lessee occuptes the Premises prior to said commencement date, such occupancy shalt be subject to all provisions of
this Lease. such occupancy shall not advance the termination date. and Lessee shall pay rent for such perjod at the initial monthly rates set forth
below. . 4. Rent.
4.1 Base Rent. Lessee shall pay to Lessor. as ease Rent for the Premises, without any offset or deduction. except as may be otherwise
expressly provided in this Lease. on the -------d~e&meat& of the annlversaxy of the cmmnwmt rm hereof.* gte
Rent for any period during the ferm hereof which is for less than one &half be a pro rata porhon of the Base Rent. Rent shall be payable I;
lawful money of the United Slates to Lessor at the address stated herein o writing. T ozQ$ other persons or at such other places as Lessor may designate in
4.2 Operating Expenses. Lessee shall pay to Lessor durmg the term hereof, in addition to the Base Rent, Lessee’s Share. as hereinafter defined. of all Operating Expenses, as herelnafter defined, during each calendar year of the term of this Lease, in accordance with the tollowmg
provisions:
(a) “Lessee’s Share” is defined, for purposes of this Lease. as percent.
(b) “Operating Expenses” IS defined, for purposes of this Lease, as all costs incurred by Lessor. if any. for:
(i) The operatron. repan and mamlanence. in neat. clean. good order and condition. of the followmg:
(aal The Common Areas, including parking areas, loading and unloading areas, trash areas. roadways, sidewalks. walkways.
parkways, driveways, landscaped areas. striping. bumpers, irrigation systems, Common Area lighting facilibes and fences and gates;
(bb) Trash dtsposal serwces;
(cc) Tenant directories;
(dd) Fire detectton systems including Sprinkler system maintenance and repair;
Inltlals:
z American lndustrral Real Estate Assoclahon 1981 MULTI TENANT-MODIFIED NET
EXHIBIT C TO AGREEMENT
(ee) Security se*es:
(If) Any owner s
(Ii) Any deducttble 6 :e to be PrOvlded by LeSSOr that is elsewhere m th.- Lease stated lo be an “Operating Expense:”
(III) .&On Of an Insured loss ConCernlng any Of the Items Or matters described in this paragraph 4 2; The cost of the PremlumJ for Ihe liability and Property insurance pohcles to be matntamed bv Lessor under oaraoraoh 8 hereof
(IV) The amount Of the real property tax to be pald by L&or under paragraph 10.1 hereof; . ~- r- -_-- - __-.
(v) The cost of water, gas and elettrtcity to servtce the Common Areas. (C) The incluSlOn Of the Improvements. facltltles and Serwces Set forth In paragraph 4,2(b)(i) of the deftnltion of Operating ~~~~~~~~
shall not be deemed to ImpOSe an obligatton Upon LeSSOr t0 etther have said improvemenls or facllltles or lo provide those services unless the
Jn&GuaJ Center already has the same. Lessor already Provides the services. or Lessor has agreed elsewhere In this Lease to provtde the same or
some of them.
(d) Lessee’s Share of Operating Expenses shall be payable by Lessee within ten (10) days after a reasonably detailed statement of actual expenses IS presented lo Lessee by LeSSOr. At LeSSOr’S OptIOn. however, an amount may be esttmated by Lessor from lime to time of Lessee’s Share
of annual Operatmg Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate. during each twelve-month percod ot
the Leas8 term. on the same day as the Base Rent IS due hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of Operatmg
Expenses as aforesald. Lessor shall deliver 10 Less88 within sixty (60) days after the explratlon of each calendar year a reasonably detailed
statement showmg Lessee’s Share Ot the actual Operating Expenses mcurred during the preceding year. If Lessee’s payments under tnts paragraph 4 2(d) durmg said preceding year exceed Lessee’s Share as Indicated on said statement. Lessee shall be entltled to credtt rhe amount of
S?lCh overpayment against LeSSe8’S Share Of Operating Expenses next falling due, If Lessee’s payments under lhts paragraph during said preceding Year were less than Lessee’s Share as Indicated on sard statement, Lessee shall pay to Lessor the amount of the deficiency wilhin ten (10)
days after delrvery by Lessor to Lessee of said statement.
5. Security Deporlt. Lessee shaft deposit with Lessor upon execution hereof S as security for Lessee’s faithful performance of Lessee’s obligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise detaults with respecl to any provlslon of
this Lease, Lessor may use. apply or retain all or any portion of said deposit for the payment of any rent or other charge In default or for the payment
of any other sum lo which Lessor may become obligated by reason of Lessee’s default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If LeSSOr So uses or applies all or any portion of satd deposit. Lessee shall wllhln ten (10) days after wrltten demand therefor deposit cash wtlh Lessor in an amount sufficient to restore said deposit to the full amount then required of Lessee. If the monthly rent shall, from time lo t&me. mcreash during the berm of this Lease. Lessee shall, at the time of such Increase, deposit with Lessor addltlonal money as a
security depostt so that the total amount of the security deposit held by Lessor shall at all times bear the same proportron to the then current Base
Rent as the mthal security deposit bears to the initial Base Rent set forth in paragraph 4. Lessor shall not be required to keep said security depostt separate from Its general SCCOUntS. If Lessee performs all Of L8SSee’S obllgatlons hereunder. said deposit, or so much thereof as has not theretofore been applied by Lessor, shall be returned. without payment of interest or other increment for Its use, to Lessee (or. at Lessor’s option, to the last
asstgnee. tf any, of Lessee’s Interest hereunder) at the explratlon of the term hereof, and after Lessee has vacated the Premises. No trust re)atlonshlp
is created herein between Lessor and Lessee with respect to said Security Deposit.
6. u3a . . 6.1 . Use. The Premises shall be used and occupied only for ASS?@ ’ S m nf f xew
or any other use which is reasonably comparable and tar no other purpose.
6.2 Compllanca with Law.
(a) Lessor warrants to Lessee that the Premises, in the state existing on the date that the Lease term commences, but without regard to
the use for which Lessee wilt Occupy the Premises, does not violate any covenants or restrictions of record. or any applicable building code. regulation or ordinance in effect on such Lease term commencement date. In the event it IS determmed that this warranty has been violated. then It
shall be the obligation of the LaSSOr. after written notice from Lessee, to promptly, at Lessor’s sole cost and expense, rectify any such violation. In
the event Lessee does not give to LeSSOr Written nOtiC of the viotatlon of this warranty wtthin six months from the date that the Lease term
commences, the correction of same shall be the obligatton of the Lessee at Lessee’s sole cost. The warranty contained m this paragraph 6.2(a) shall
be of no force or effect if, prior to the date of this Lease, Lessee was an owner or occupant of the Premtses and, in such event, Lessee shall correct
any such violation at Lessee’s sole cost.
(b) Except as provided in paragraph6.2(a) Lesseeshall. at Lessee’sexpense. promptly comply withall applicable statutes, ordinances, rulea. regulations, orders, covenants and restrictions of record, and requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter come into effect, whether or not they reflect a change In policy from that now existing, during the term or any part of the term hereof, relating in any manner to the Premises and the occupation and use by Lessee of the Premises and of the Common Areas. Lessee shall not use nor permtt the use of the Premises or thecommon Areas in any manner that wtll tend to createwaste or a nuisance or shall tend to disturb other
occupants of the weenter. \ 6.3 Condltlon of Pramfaea _
(a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in
possession) and Lessor warrants to LeSS8e that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good
operating condition on the Lease commencement date. In the event that it is determrned that this warranty has been violated, then it shall be the
obligation of Lessor, after recerpt of wrltten notice from Lesseesetting forth with specificity the nature of theviolation. to promptly, at Lessor’s sole cost. rectify such violation. Lessee’s failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor haa complied with all of Lessor’s obligations hereunder. The warranty contained in this paragraph
6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was an owner or occupant of the Premises.
(b) Except as otherwise provided In this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises. whichever is earlier. subfect lo all applicable zoning, municipal. county and stat8 laws, ordinances and regulations governing and regulating the use of the Premises. and any covenants or restrictions of record.
and accepts this Lease subfect thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither
Lessor nor Lessor’s agent has made any representation or warranty as to th8 present or future suilabtlity of the Premtses for theconduct of Lessee s
business.
7. Maintenance. Rapalra, Altorations and Common Area Servicer
7.1 Larro~s Obllgatlona. Subject to the provisions of paragraphs 4.2 (Operating Expenses), 6 (Use), 7.2 (Lessee’s Obligations) and 9
(Oamage or Oeslructlon) and except for damage caused by any negligent or tntentional act or omission of Lessee, Lessee’s employees. supplIers. shippers, customers, or invitees. in which event Lessee shall repair the damage. Lessor, at Lessor’s expense, subject to reimbursement pursuant to - paragraph 4.2. shall keep in good condition and repair the foundations, exterior walls, slructuralconditionof interior bearing walls. and root of the Premises, as well as the parkmg lots. walkways, driveways, landscaping, lences. signs and utility installations of theCommon Areas and all parts
thereof, as well as providing the services for which there is an Operating Expense pursuant to paragraph 4.2. Lessor shall not, however, be obligated
to paint the exterior or interior surface of exterior walls, nor shall Lessor be required to maintam. repair or replacewindows. doors or plate glass ot the Premises. Lessor shall have noobligation to make repairs under this paragraph 7.1 until a reasonable time after recetpt of written notice from Lessee of the need for such repairs. Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwlse aftord
Lessee the right to make repairs at Lessor’s expense or to terminate this Lease because of Lessor’s failure to keep the Premises in good order,
condi lion and repair. Lessor shall not be liable for damages or loss of any kind or nature by reason of Lessor’s failure to furnish any Common Area Services when such failure is caused by accident. breakage, repairs. strikes. lockout, or other labor disturbances or disputes of any character, or oy any other cause beyond the reasonable control of Lessor.
7.2 Loaaao’a ObllgaUona
(a) Subject to the provisions of paragraphs 6 (Use). 7.1 (Lessor’s Obligations), and 9 (Oamage or Destruction). Lessee. at Lessee’s
expense. shall keep m good order, condition and repair the Premises and every part thereof (whether or not the damaged portion of the Premises or
the means of repairing Ihe same are reasonably or readily accessable to Lessee) including, wIthout limiting the generality of the foregomg. all
plumbing, heating, ventllaling and air conditioning systems (Lessee shall procure and maintain. at Lessee’s expense, a ventilating and air conditioning system maintenancecontract). electrical and lighting lacilities and equipment within the Premises. fixtures, interiorwalls and mterlor surfaces of exterlorwalls. ceilings. wmdows, doors, plate glass. and skylights located within the Premises. Lessor reserves the right to procure and
maintam the ventilating and at,r conditioning system marntenance contract and if Lessor so elects, Lessee shall reimburse LeSSOr. UpOn demand. tar
the cost thereof.
(b) If Lessee faiis to perform Lessee’s obligations Under this paragraph 7.2 or under any other paragraph of this Lease, Lessor may enter
upon lhe Premises after ten (10) days’ prior written notice to Lessee (except In the case of emergency, In which no notlce shall be required). Perform
such obligations on Lessee’s behalf and put the Premises in good order. condltton and repair. and thecost thereof together with IntEreSt thereon at
the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together with Lessee’s next Base Rent mstallment
(c) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premtses to Lessor in the same Condlbon as received, ordinary wear and tear excepted, clean and free of debris. Any damage or detectoration of the Premtses shall not be deemed OrdlnarY
wear and tear if the same could have been prevented by good maintenance practices. Lessee shall repair any damage to the Premlsesoccasloned
by the installation or removal of Lessee’s trade fixtures, alteratrons. furntshmgs and equipment. Notwcthstanding anything t0 the contrary otherwise staled m this Lease, Lessee shall leave the air lines, power panels, electrical distribullon systems, llghttng fixtures, space heaters. air conditioning. plumbing and fencing on the Premises in good operating condilion.
7.3 Altoratlonr and Addltlono.
(a) Lessee shall not. wlthout Lessor’s prior written consent makeanyalterations. improvements. additions. or Utility InStalfatiOns In. on or about the Premises. or the Industrial Center. except for nonstructural alterations to the Premises not exceeding $2.500 in cumulative costs.
during the term of lhls Lease. In any event, whelher or not In excess of $2.500 in cumulative cost, Lessee shall make no change or alteration to the
fnitlals: MULTI TENANT-MOOIFIEO NET 9 American Industrial Real Estate Association 1981 -2-
W-iIBIT C TO AGREEMENT
,' .
extertorof the Premrses nor the exterior of the Building nor the Industrial Center wlthout LeSSOr’S prior written consent AS used in th(S paragraph
’ 7.3 the term “Ubtity InStallatlOn" shall mean carpettng. wfndow covertogs. air tines. power panels. electrical drstrtbutron systems. lighting ftxtures. space heaters. air condttionmg. plumbing. and fencmg. Lessor may require that Lessee remove any or all of sard alterattons. Improvements. additions or Uhlrty lnstallahons at the exprratton of the term, and restore the Premrses and the Industrcal Center 10 thetr prior condrtron. Lessor may
requrre Lessee to provide Lessor. at Lessee’s sole cost and expense, a lien and completion bond In an amount equal to one and one-half times the eshmated cost of such Improvements. to insure Lessor agamst any liability for mechamc’s and materialmen’s liens and to Insure completion of the work. Should Lessee make any alterations. Improvements. addtttons or Uttlity lnstallatrons without the prior approval of Lessor, Lessor may, at any
time durmg the term of thus Lease, require that Lessee remove any or all of the same.
(b) Any alterations, Improvemen1s. additions or Utility Installations in or about the Premises or the W Center that Lessee shall
desrre to make and whrch requires the consent of the Lessor shall be presented to Lessor In wrrtten form, with proposed detarled plans. If Lessor shall grve its consent, the consent shall be deemed conditloned upon Lesseeacqulring a permit IO do so from approprtate governmental agencres. the turnrshmg 01 a copy thereof 10 Lessor prror to the commencement of the work and the complianceby Lesseeol all condrttons of said permit in a
prompt and expedrtious manner.
(c) Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lesseeat or for use
in the Premises. which claims are or may be secured by any mechamc’s or materralmen’s lien against the Premises, or thm Center. or any interest therein. Lessee shall gave Lessor not less than ten (10) days’ notice prior to the commencement of any work in the Premrses. and Lessor shall have the right to post nohces of non-responsibrhty in or on the Premises or the Building as provided by law. If Lessee shall. n-r good farth.
contest the valrdrty of any such lien. clarm or demand, then Lessee shall. at its sole expense defend itself and Lessor against the same and shall pay
and satisfy any such adverse tudgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premrses or the I- Center. upon the condition that tf Lessor shall require. Lessee shall furnish to Lessor a surety bond satisfaclory lo Lessor rn an amount equal to such contested lien claim or demand mdemmfymg Lessor against liability for the same and holding the Premises and the I- Center free from the effect of such lien or claim. In addition, Lessor may require Lessee lo pay Lessor’s attorneys fees and costs in parbcrpatmg in such actton if Lessor shall dectde it IS lo Lessor’s best interest to do so.
(d) All alterations, improvements, additions and Utility Installations (whether or not such Utility InStaflations constitute trade fixtures of
Lessee). which may be made on the Premises. shall be the properly of Lessor and shall remain upon and be surrendered wtth the Premises at the
exptralion of the Lease term. unless Lessor requires thetr removal pursuant to paragraph 7.3(a). Notwithstandtng the provisions of lhrs paragraph 7.3(d). Lessee’s machtnery and equipment. other than that which is affixed to the Premises so that it cannot be removed without material damage to
the Premises. and other than Utlltty Installations. shall remain the property of Lessee and may be removed by Lessee subject to the prowstons of
paragraph 7.2.
7.4 Ullllty Addlllona. Lessor reserves the right lo install new or additional utility facilities throughout the Building and the Common Areas for the benefit of Lessor or Lessee, or any other lessee of the Industrial Center. includmg. but not by way of limitahon, such utilities as plumbmg, electrical systems, security systems. communication systems. and fire protection and detection systems, so long as such installattons do not
unreasonably interfere with Lessee’s use of the Premises.
9. Insurance: Indemnity.
8.1 Liability Insurance - Leraee. Lessee shall. at Lessee’s expense, obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Property Damage insurance insuring Lessee and Lessor against any liability arising out of the use. occupancy or maintenance of the Premises and thea Center. Such insurance shall be in an amount not less than $500.00090 per
occurrence. The policy shall insure performance by Lessee of the indemnity provisions of this paragraph 8. The limits of said insurance shall not.
however, limit the liability of Lessee hereunder.
8.2 Llrbtlity Insurance- Lessor. Lessor shall o btain and keep in force during the term of this Leasea policy of Combined Single Limit Bodily Injury and Property Damage Insurance. insuring Lessor, but not Lessee. against any liability arismg out of the ownership. use, occupancy or maintenance of thp Center in an amount not less than $500.000.00 per occurrence.
8.3 Property Insurance. Lessor shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or
damage to the kn&eWel Center improvements. but not Lessee’s personal property. fixtures, equipment or tenant improvements, in an amount not
to exceed the full replacement value thereof. as the same may exist from time lo time. providing protection against alt penls included withm the
classification of fire, extended coverage, vandalism. malicious mischief. flood (in the event same is required by a lender havmg a hen on the
Premises) specral extended perils (“all rusk”. as such term is used in the insurance industry), plate glass insurance and such other insurance as
Lessor deems advisable. In addition. Lessor shall obtain and keep in force. during the term of this Lease. a policy of rental value insurance covertng
a period of one year. wcth loss payable to Lessor, which insurance shall also cover all Operating Expenses for said period. In the event that the
Premises shall suffer an insured loss as defined in paragraph 9.1 (g) hereof. the deductibleamounts under thecasualty insurance policies relatmg to the Premises shall be paid by Lessee.
8.4 Payment of Premium Increase.
(a) After the term of this Lease has commenced, Lessee shall not be responsible for paying Lessee’s Share of any increase in the
property insurance premium lor ths enter spectlied by Lessor’s insurance carrier as being caused by the use. acts or omlsslons of any
other lessee of the Industrial Center. or by the nature of such other lessee’s occupancy which create an extraordinary or unusual risk.
(b) Lessee. however, shall pay the entirety of any increase in the property insurance premium for the Industrial Cenler over whal it was
immediately prior lo the commencement of the term of this Lease II the increase IS specified by Lessor’s insurance carrier as being caused by the
nature of Lessee’s occupancy or any act or omission 01 Lessee.
8.5 Insurance Pollcles. Insurance required hereunder shall be in companies holding a “General Policyholders Rating” of at least B plus, or such other rating as may be required by a lender having a lien on the Premises. as set forth In the most current issue of “Best’s Insurance Guide.” Lessee shall not do or permit to be done anything which Wall invalidate the Insurance policies carried by Lessor. Lessee shall deliver to Lessor copies of liabfltty insurance policies required under paragraph 9.1 or certificates evrdencmg the existence and amounts of such insurance within seven (7) days after the commencement date of this Lease. No such poltcy shall be cancellable or subject to reductton of coverage or other modification except after thirty (30) days prior written nottce to Lessor. Lessee shall, at least thirty (30) days prior to the exptratton of Such pohcfes. furnish Lessor with renewals or “binders” thereof.
8.6 Waiver ol Subrogrtlon. Lessee and Lessor each hereby release and relieve the other, and watve thetr entire righl of recovery against the -other for toss or damage arising out of or Incident to the perils insured against whrch per& occur in. on or about the Premises. whether due to Ihe negligence of LeSSOr or Lessee or their agents, employees, contractors and/or mvrtees. Lessee and Lessor shall, upon obtaining the policies ol
insurance required give notice to the Insurance carrier or carriers that the ioregomg mutual waiver of subrogation is contained in this Lease.
8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Lessee’s use of the
m Center. or from the conduct of Lessee’s business or from any activity, work or thongs done, permitted or suffered by Lessee in or about the
Premrses or elsewhere and shall further indemnify and hold harmless Lessor from and agamst any and all claims arfsmg from any breach Or default
in the performance of any obhgahon on Lessee’s part to be performed under the terms of thus Lease. or artsing from any act oromrssron of Lessee, or
any of Lessee’s agents, contractors, or employees, and from and agamst all costs. attorney’s lees. expenses and liabilities incurred in the delense of
any such claim or any action or proceeding brought thereon: and in case any action or proceeding be brought against Lessor by reason of any such , Claim. Lessee upon notice from Lessor shall defend the same at Lessee’s expense by counsel reasonably satisfactory lo Lessor and Lessor shall
cooperate wtth Lessee in such defense. Lessee. as a material part of the consideration lo Lessor, hereby assumes all risk of damage to properly of
Lessee or mtury to persons, tn. upon or about the kn&&~M Center artsing from any cause and Lessee hereby watves all claims in respect thereof against Lessor.
8.8 Exemption 01 Lersor from Lleblltty. Lessee hereby agrees that Lessor shall not be liable for injury lo Lessee’s business or any loss of income therefrom or for damage to the goods, wares. merchandise or other property of Lessee, Lessee’s employees, invitees. customers. or any other person in or about the Premrses or the la&e&.& Center. nor shall Lessor be Itable for tntury to lhe person of Lessee. Lessee’s employees.
agents or contractors. whether such damage or injury IS caused by or results from fire, steam, electricity. gas, water or rain, or from the breakage.
leakage. obstruction or other detects of pipes. sprinklers. wires, appliances. plumbing, air condmonmg or lighting fixtures. or from any other cause.
whether said damage or infury results from conditions arising upon the Premises or upon other portions of the I&M+& Senter. or from other
sources or places and regardless of whether the cause of such damage or inluryor the means of repairmg the same IS inaccessible to Lessee Lessor
shall not be liable for any damages ansing from anyacl or neglect of any other lessee, occupant or user of thek&MWal Center. nor from the failure
of Lessor to enforce the provisions of any other lease of the m Center.
9. Damage or Destructlon. SEE PAFlAW*H 47 BmJ
f the Premises are damaged or destroyed to the extent that the cost of repair IS less than fifty
the Premises aredamaged or destroyed to the extent that thecosl of repair is fifty percent
mises are a part is damaged or destroyed to the extent
(d) “Premises Building Total DestructIon” shall mean tt the But s are a part is damaged or destroyed to the
extent that the cost to repair IS fifty percent or more of the then replacement cost of the
Initials: MULTI TENANT-MOOIFIED NET
l American lnduslnal Real Estate Assocrahon 1981 -3,
txHI6IT C TO AGREEMENT -.
‘, “Replacement Cos lall mean the amount Of money necessary to be Spent m order to reparr or reburld the damaged area
t extsted tmmedtately prtor to the damage occurrmg excluding all tmprovements made by lessees.
Isrr Building Partial Damage.
e prowsions of paragraphs9 4 and 9.5, II at any time durmg the term of thr
asstficatron of etther Premrses Partial Damage or Premtses Surldmg Part
o the Premrses. but not Lessee’s fixtures, equipment or tenant rmprov
full force and effect.
such damage of L gwe such notice o
nohce to gave wrrl
which event thls L
ct to the provtsions of paragraphs 9.4 and 9 5. if at any ttme dur
ch falls wrthtn the classtftcatron of Premrses Parhal Damage or
Lessee (m which event Lessee shall make rhe repatrs at Lessee’s
e withm thrrty (
se there is damage lal Damage. unlesr
ge prevents Lessee t Lessor’s expense, m whtch
9.3 Premises Total Destruction; Prcmls lngs Total Dtrtructlon.
(a) Subtect to fheprOviSlOnSOf pa IS Lease there IS damage, whether or not It is an
Insured Loss, and whrch falls IntO the ClaSSI i) Premrses Buttding Total Oestructton. or (Iti)
Industrial Center Burldmgs Total Oestructto such damaqe or destruction. but not Lessee’s
fixtures, equtpment or tenant rmprovements and thrs Lease shall continue in full force and
effect, or (II) give written nohce to Lessee wcthin thtrty (30) day of such damage of Lessor’s intention to cancel and
termrnate thus Lease. m whtch case thts Lease shall be cancelled as of the date of the occurrence of such damage.
9.4 Damage Near End of Term.
(a) Subject to paragraph 9.4(b), if at any timedurt of this Lease there IS substantial damage, whether or
not an Insuredloss. which falls within theclasstficationof Pr ay at Lessor’s option cancel and terminate this Lease
as of the date of occurrence of such damage by giving wr s electton to do so wrthm 30 days alter the date of
occurrence of such damage.
(b) Notwrthstanding paragraph 9.4(a) that Lessee has an op renew this Lease, and the time within which
said option may be exercised has not yet expired exercise such option, sed al all. no later than twenty (20) days after
the occurrence of an Insured Loss falling wtlhm t ion of Premtses Partial he last six months of the term of thts Lease. If
Lessee duly exercises such option durmg sat (‘20) day pertod. Lessor shall, at L pense. reparr such damage, but not Lessee’s
ftxtures. equrpment or tenant i n as reasonably possible and this Lease sh ull force and effect. If Lessee falls to
exercise such optron dun riod. then Lessor may a1 Lessor’s option term ccl this Lease as of the exprrahon of
satd twenty (20) day perio o Lessee of Lessor’s election to do so within te ter the expiration of said twenty (20)
day pertod. notwrthstand in the grant of optton to the contrary.
9.5 Abatement of Ren
(a) IntheeventLes irs or restores the Premises pursuant to the provisions of this paragraph t payable hereunder for the
pair or restoration contmues shall be abated rn proportton to the degree to see’s use 01 the Premrses
rent, it any, Lessee shall have no claim against Lessor for any damage sufte son of any such damage.
restore the Premises under the provisions of this paragraph 9 h obligation shall accrue, Lessee may at Lessee’s option cant
o so at any ttme prior to the commencement of such repair or
of this Lease pursuant to this paragraph 9. an equitable adjustm
Lessee to Lessor. Lessor shall, in addition, return to Lessee so
IQ. Re8l Properly Tares.
10.1 Payment al Taxer. Lessor shall pay the real property tax, as defined in paragraph 10.3. applicable to the&t&eHal Center subrect to reimbursement by Lessee of Lessee’s Share of such taxes in accordance with Ihe provtsions of paragraph 4.2. except as otherwise provtded m paragraph 10.2.
10.2 Addlllonal Improvements. Lessee shall not be responsible for paying Lessee’s Share of any increase in real property tax specrfied m Ihe tax assessor’s records and work sheets as being caused by additional improvements placed upon thdodas(wd Center by other lessees or by
Lessor for the exclusive enjoyment of such other lessees. Lessee shall. however. pay to Lessor at the time that Operating Expenses are payable under paragraph 4:2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improvements placed upon me
Premtses by Lessee or at Lessee’s request.
10.3 Deflnltlon of “Reel Properly Tax.” As used herein, the term “real property tax” shall include any form of real estate tax or assessment. general, specral. ordinary or extraordinary. and any license fee, commercial rental tax, improvement bond or bonds. levy or tax (other lhan rnherctance. personal tncomeorestate taxes) imposed on the++&&+& Center or any portion thereof by any authority having the direct or rnchrect
power to tax. including any city, county, state or federal government, or any school, agncultural. sanitary, fire, street, drainage or other
improvement distnct thereof, as against any legal or equitable interest of Lessor in Ihem Center or in any portion thereof, as agamst
.’ Lessor’s right to rent or other Income therefrom. and as against Lessor’s business of leasmg the ladus&& Center. The term “real property tax shall
also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally, any tax, tee, levy. assessment or charge heremabove
included wrthin the definrtton of”real property tax.” or (ii) the nature of which was hereinbefore included withm the definition of “real property far.
or (iii) which is imposed for a service or right not charged prior to June 1, 1978. or. if previously charged, has been increased since June 1, t9rf3 or
(IV) which is imposed as a result of a transfer. either partial or total, of Lessor’s interest in the l&us&i& Center or which IS added to a tax or charge
hereinbefore included within the delinrtion of real property tax by reason of such transfer, or(v) which IS imposed by reason of this transactron. any
modifications or changes hereto, or any transfers hereof.
10.4 Joint Aaeessment. If the- Center is not separately assessed, Lessee’s Share of the real property tax liability shall be an equlrahle proportion of the real property faxes for all of fhe land and improvements included withtn the tax parcel assessed. such proportion to be defermIned by Lessor from the respecttve valuations asstgned in the assessor’s work sheets or such other information as may be reasonably available. Lessor s
reasonable determination (hereof. tn good faith, shall be conclusive.
10.5 Personal Property Taxer.
(a) Lessee shall pay prior to delinquency all taxes assessedagamst and levied upon trade fixtures, furnishings. equipment and all other personal property of Lesseecontained in the Premisesor elsewhere. When possible, Lesseeshall causesaid trade fixture’s, furntshings. equrpment and all other personal property lo be assessed and billed separately from the real property of Lessor.
(b) If any of Lessee’s said personal property shall be assessed with Lessor’s real property. Lessee shall pay to Lessor the taxes
attnbutable to Lessee wtthm ten (10) days after recetpt of a wri,ten statement setting forth the taxes applicable to Lessee’s property.
11. Utllltles. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to the Premises. together
with any taxes thereon. If any such servtces are not separately metered to the Premises, Lessee shall pay at Lessor’s option, either Lessee’sShare or a reasonable proportion to be determrned by Lessor of all charges jointly metered wt!h other premises in the Dullding.
12. Asslgnment and Sublettlng.
MULTI TENANT-MODIFIED NET
eArnerman lndustrtal Real Estate Association 1981
Inlll8le:
E~NBIT C TO AGREEMENT
is paragraph 12 or this Lease
all not reheve
ss of Lessor’s consent, the following terms a
ncluded in subleases:
ions shall apply to any
r such sublease. Less
sublessee shall pay such rents to Lessor WI from or claim from Lessee to the contrary. sublessee to Lessor.
her assignment
ilure of Lessee t
ee’s obligations under this L the right to rely up right to inquire as
ghl or claim again
r the rents due and to become due request from Lessor. and thal such sts and notwlthstandmg any notice
r for any such rents so pald by said
(b) No sublease entered into by Lessee shall b
sublease, Lessee shall use only such form of sublease
changed or modified without Lessor’s prior written co deemed, for the benefit of Lessor, to have assumed and Lessee other than such obligations as are contrary to consented in wrltmg.
(c) If Lessee’s obligations under this Lease have been
not be effective unless said guarantors give thecr wrltten consen
(d) The consent by Lessor to any subletting shall
rent and perform and comply with all of the obligations of
been approved in writing by Lessor. In entering into any
once approved by Lessor. such sublease shall not be ason of entering into a sublease under this Lease, be th each and every obligation herein to be performed by
contained in a sublease to which Lessor has expressly
hird parties, then a sublease, and Lessor’s consent thereto, shall
se and the terms thereof.
(e) The consent by Lessor to any subletting s I not constitute a consent to subsecuent subletting by Lessee or to any assignment or sublettmg by the sublessee. However, Lessor may nsent to subsequent sublettings of the sublease or any amendments or
modifications thereto without notifying Lessee or a one else liable on the Lease or subleas nd without obtaining their consent and such action
(1) In the event of any default ease. Lessor may proceed directly agai arantors or any one else responsible for the performance of this Lease, inc sublessee. without first exhausting L against any other person or enllty
responsible therefor to Lessor, or any s held by Lessor or Lessee.
(g) In the event Le t in the performance of its obligations under t its option and without any obligation to do so, may requ to attorn to Lessor. in which event Lessor shal tions of Lessee under such sublease from the time of the ex d option to the termination of such sublease: prov r shall not be liable for any
prepald rents or security dep d by such sublessee to Lessee or for any other prior defaulls of Lessee such sublease.
nsent required of Lessee under a sublease shall also require the consent of L
written consent to any subletting of the Premises by Lessee shall not constitute an acknowledgem
se of the obligations to be performed by Lessee nor shalt such consent be deemed a waiver of any then exi
stated by Lessor at the time.
th respect to any subletting to which Lessor has consented. Lessor agrees to deliver a copy of any noticeof default
sublessee shall have the right to cure a default of Lessee within ten (10) days after service of said notice of de
e sublessee shall havea right of reimbursement and offset from and against Lessee for any such defaults cured b
or sublet the Pr
13. Oefrult; Remedlcs.
.
13.1 Default. The occurrence of any one or more of the following events shall constitute a material default of this Lease by Lessee:
(a) The vacating or abandonment of the Premises by Lessee.
(b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due.
where such failure shall continue for a period of three (3) days after written notlce thereof from Lessor to Lessee. In the event that Lessor serves
Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer slatutes such Notice to Pay Rent or Quit shall also constitute the
notlce required by this subparagraph.
(c) Except as otherwise provided in this Lease, the failure by Lessee to observe or perform any of the covenants. conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of
thirty (30) days after written notice thereof from Lessor lo Lessee: provided, however, that if the nature of Lessee’s ngncompliance is such that more
than thtrty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure wlthm said thirty (30) day period and thereafter diftgentfy prosecutes such cure to complerion. To the extent permitted by law. such thirty (30) day notrce shall constitute the sole and exclusive notice required to be given to Lessee under applicable UnlawWl Detamer statutes.
(d) (i) The making by Lessee of any general arrangement or general assignment for the benefit of creditors; (ii) Lessee becomes a “debtor” as defined in 11 U.S.C. 3101 or any successor statute thereto (unless. in the case of a petltion filed against Lessee, the same IS dlsmrssed wlthmstxly (60) days); (iii) the appomtment of a trusleeor receiver to take possession of substanliallyall of Lessee’s assets located at the Premises
or Of Lessee’s inleresl tn this Lease, where possessIon is not restored to Lessee withm thirty (30) days: or (iv) the attachment, execution or other
judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure IS not discharged within thirty (30) days. In theevent that any provision of this paragraph 13.1 (d) is contrary to any applicable law, such provision shall be
of no force or effect.
(e) The discovery by Lessor that any financial statement given to Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee. any
successor in interest of Lessee or any guarantor of Lessee’s obligation hereunder, was materially false. .
13.2 Remedies. In the event of any such material default by Lessee, Lessor may at any time thereafter. with or without notice or demand and without limiting Lessor in Ihe exercise of any right or remedy which Lessor may have by reason of such default:
(a) Terminate Lessee’s right to possession of the Premises by any lawful means. in which case this Lease and the term hereof shall
terminate and Lessee shall immedialely surrender possesston of the Premises to Lessor. In such event Lessor shall be entitled to recover from
Lessee all damages Incurred by Lessor by reason of Lessee’s default including, but not limlted to, thecosl of recovering possession ol the premises.
expenses of relettmg. including necessary renovation and alteration of the Premises, reasonable attorney’s fees, and any real estate CommlSSIOn actually paid; the worth at the time o( award by the court having jurisdiction thereof of the amount by which the unpatd rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided. that portion of the leasmg commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term Of this Lease.
(b) MaIntam Lessee’s right to possession in which case this Lease shall continue in effect whether or not Lessee shall have vacated Or abandoned the Premises. In such event Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right 10
recover the rent as it becomes due hereunder.
(c) Pursue any olher remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are located Unpatd installmenls of rent and other unpaid monelary obligations of Lessee under the terms of this Lease shall bear Interest from the date due at the maximum rate then allowable by law.
13.3 Defrulf by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time. but
in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any flrsl mortgage or deed 01 trust covering the
Premises whose name and address shall havelheretotore been furntshed to Lessee in writing. specifying wheretn Lessor has falled to perform such
obltgatcon; provided. however. that 11 the nature of Lessor’s obhgalion IS such that more than thirty (30) days are required for performance then
Lessor shall not be In default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same IO
completion.
tnitlrlr: MULTI TENANT-MODIFIED NET
@American fndustrlal Real Estate Association 1961 -5-
cnn~tr~~ L IU AGREEMENT
‘, ‘13.4 Lato’Chargcr. Lessee hereby ‘or or%r sums die hereunder wll cause I
lowledges that late paymenl by Lessee lo Lessor o aase Rent, Lessee’s Share of Operahng Expenses -,4or to Incur COJtS not Contemplated by this Lease. the exact amount 01 whrch wrll be extremely drllicult
to ascertarn Such costs Include. but are not hmited to. PrOCesSrng and aCCOUntlng charges. and latecharges whtch may be Imposed on Lessor bY
(he terms of any mortgage or trust deed covering the Property. Accordingly. it any mstallment of Base Rent. Operatmg Expenses, or any other sum due from Lessee shall not be received by Lessor or Lessor’s deSrgnee wrthtn ten (JO) days after such amount shall be due. then. wtthout any
tirequrrement for notice to Lessee. Lesseeshall pay to Lessor a (ate chargeequal 10 6% Of such overdue amount. The partIes hereby agree that such
late charge represents a farr and reasonable estimate Of the COStS LeSSOr will incur by reason of late payment by Lessee. Acceptance of Such late
charge by Lessor shall In no event constilute a waiver Of Lessee’s default wrth respect to Such overdue amount. nor prevent Lessor from exercrsmg any of theother rrghts and remedies granted hereunder. in theevent that a late charge is payable hereunder. whether or not collected, for three (3) consecutive lnstallments of any of the aforesaid monetary obligatrons of Lessee. then &Se Pent shall automatically become due and payable
quarterly In advance, rather than monthly. notwdhstandtng paragraph 4.1 or any other provision of this Lease to the contrary.
absence of such
condemnrng auf
full force and eff
Premrses located thereon. A
the Premises. I occur of the only area t
n Lessorand sard
broker(s), the sum of
Lease, oranysubse
rrghts to the Premrs
herem granted to L having failed to exerctse an Option, or 11 said IO the Premrses and/or any a fee m accordance with the s or hasan Interest. then as ctions. Lessor shall pay sard broker(s) a ect at the time of execution o
r other entity having
16. Estopped Certlflcate.
(a) Each party (as”responding party”) shall at any time upon not less than ten (10) days’ prior written notice from theother party (“requestmg party”) execute, acknowledge and deliver to the requesting party a statement in writing (I) certifying that this Lease is unmodified and in full force
and effect (or. if modified. stating the nature of such modification and certrfying that this Lease, as so modified, IS in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii) acknowledgmg that there are not, to the responding party’s knowledge.
any uncured defaults on the part of the requesting party, or spectfying such defaults it any are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the Premrses or of the business of the requesting party.
(b) At the requesting party’s option, the failure to deliver such statement within such time shall be a material default of this Lease by the party who is to respond, wrthout any further notice to such party, or it shall be conclusive upon such party that (i) this Lease is in full force and effect,
without modrfication except as may be represented by the requesting party. (ii) there are no uncured defaults in the requesting party’s
performance, and (Iii) if Lessor is the requesting party. not more than one month’s rent has been pard in advance.
(c) if Lessor desires to finance, refinance. or self the Property, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee es may be reasonably requrred by such lender or purchaser. Such statements shall include the past three (3) years’ financral statements of Lessee. All such financtal Statements shall be recerved bY Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set forth.
17. Lessor’s Llabllfty. The term “Lessor” as used herein shall mean only the owner or owners, at the time in question, of the fee title or a lessee’s
interest in a ground lease of theWCenter. and except as expressly provrded in paragraph 15. in the event of any transfer of such title or
inlerest. Lessor herem named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer ot all lrabrlity as respects Lessor’s obligations thereafter to be performed, provided that any tunds in the hands of Lessor or the then grantor at the time of such transfer, tn which Lessee has an Interest. shall be delivered to the grantee. The oblrgations contained in this Lease to be performed by Lessor shall. sublect as aforesaid, be binding on Lessor’s successors and assigns. only durtng their respective periods of ownership.
18. Severablllty. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction, shall in no way affect thevalidity
of any other provision hereof.
19. Interest on Past-due Obllgrtlonr. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest at the maximum rate then allowable by law from the date due. Payment of such Interest shall not excuse or cure any default by Lessee under this Lease:
provrded. however. that interest shall not be payable on late charges Incurred by Lessee nor on any amounts upon which late charges are paid by Lessee.
20. Tlmr ot Essence. Time is of the essence with respect to the obligations to be performed under this Lease.
21. Addltfonal Rent. All monetary obligations of Lessee to Lessor under the terms of this Lease, including but not limited to Lessee’s Share of
Operating Expenses and insurance and tax expenses payable shall be deemed to be rent.
22. Incorporation of Prfor Agreements: Amendments. This Lease contains all agreements of the parties with respect to any matter mentioned herern. No prior or contemporaneous agreement or understanding pertarnrng to any such matter shall be effective. This lease may be modrfred rn Wrltlng Only. signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that nerther the real estate broker listed In paragraph 15 hereof nor any cooperatrng broker on thts transactron nor the Lessor or any employee or agents of any of sard persons has made any oral or written warranties or representahons to Lessee relative to the condition or use by Lessee of the
Premrses or the Property and Lessee acknowledges that Lessee assumes all responsibtlity regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect durmg the lerm of this Lease except as otherwise specifically stated in this Lease. .
23. Notlces. Any notice required or permitted to begiven hereunder shall be in writing and may be given by personal delivery or by certified mail,
and if given personally or by mail, shall be deemed sufficiently given II addressed to Lessee or to Lessor at the address noted below the stgnature of
the respechve parties. as the case may.be. Either party may by notice to the other specify a different address for notice purposes except that upon
Lessee’s takmg possesston of the Premises. the Premises shall constitute Lessee’s address for notice purposes. A copy of all notices required or
permrtted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to
trme hereafter designate by notice to Lessee.
24. Wakers. No warver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by
Lessee of the same or any other provisiom. Lessor’s consent to. or approval of. any act shall not be deemed to render unnecessary the obtaining Of
Lessor’s consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shalt not be a waiver of any precedmg
breach by Lessee of any provision hererof. other than the failure of Lessee to pay the partrcular rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such rent.
25. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the other a “short form”
memorandum of this Lease for recordmg purposes.
26. Holdlng Over. If Lessee, with Lessor’s consent, remains in possession of the Premises or any part thereof after the expiration of the term hereof, such OccupancY shall be a tenancy from month 10 month upon all the prowsions of this Lease pertarmng to the obligations of Lessee. W
franmnth to mnth.
MULTI TENANT-MOOIFIED NET @American Industrial Real Estate Association 1961
Initials:
..’ -*+iIBIT C TO AGREEMENT
1 ’ .
; -
27. Cumufaffvc Rcmcdfrr. NO remedy Or electron hereunder shall be deemed exclusive but shall. wherever possibte, be cumulative wifh alf other . remedres at law or In equrty.
26. Covenant8 and Condlllona. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition.
29. Bfndlng Effect: Cholco of Law. Subject to any provisions hereof rettrlcting assignment or sublettin paragraph 17. this Lease Shall bind the parties, their personal representatives. successorsand asstgns. 7.
by Lessee and Subject to the proviSionS of
the State where (hew
his Lease shall be governed by the jaws of
wh!ch the &&u&u& Center IS located and any lltrgatton concernmg this Lease between the parties hereto shall be (nrtiated in thecounty in Center IS located.
30. Subordlnatfon.
(a) This Lease, and any Optton granted hereby. at Lessor’s option, shall be subordinate to any ground lease, mortgage. deed of trust, or any
other hypothecahon or securrty now or hereafter placed upon the lndustrral Center and to any and aft advances made on thesecuruy (hereof and to all renewals. modrfrcatrons. consolidahons. replacements and extensions thereof. Notwithstanding such subordination, Lessee’s right to qutet possessron of the Premises shall not be disturbed 11 Lessee is not In default and so long as Lessee shall pay the rent and observe and perform aIt of the provlstons of this Lease. unleSS thrs Lease IS otherwIse termmated pursuant to its terms. If any mortgagee. trustee or ground lessor shall elect to
have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and Shall grve wrrtten notrce thereof
to Lessee, thus Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or Such Opttons are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof.
(b) Lessee agrees to execute any documents required to effectuate an attornment. a subordination or to make this Lease or any Option granted herein prior to the lien Of any mortgage, deed of trust or ground lease. as the case may be. Lessee’s failure (o execute such documents within ten (10) days after wrrtten demand shall constitute a material default by Lessee hereunder without further notice to Lessee or. at Lessor’s
optron. LeSSOr shall eXeCUte Such documents on behalf of Lessee as Lessee’s attorney-in-fact. Lessee does hereby make, ConStrtute and
irrevocably SppOlnt LeSSOr as LeSSee’S attorney-in-fact and in Lessee’s name, pfaceand stead, to execute such documents jn accordance with this
paragraph 30(b).
31. Attorney’s Feea. If either party or the broker(s) named herein bring an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, on trial or appeal, shall be entitled to his reasonable attorney’s fees to be paid by the losing party as fixed by the
court. The provisions of this paragraph shall inure to the benefit of the broker named herem who seeks to enforce a right hereunder.
32. Lessor’r Accetr. Lessor and Lessor’s agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the same. showmg the same to prospective purchasers, lenders, or lessees, and making such alterations, reparrs, improvements or additions to the Premises or to the building of which they are part as Lessor may deem necessary or desirable. Lessor may at any time place on or about the Premrses or the Building any ordinary “For Sale” signs and Lessor may at any time during the last 129 days of the term hereof place on or about the Premises any ordinary “For Lease” signs. All activittes of Lessor pursuant to this paragraph shall be without abatement of rent, nor Shall Lessor have any liability to Lessee for the same.
33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises or the Common Areas without first havtng obtained Lessor’s prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor Shall
not be obligated to exercise any standard of reasonableness in determining whether to grant such consent.
34. Signs. Lessee shall not place any sign upon the Premises or them Center without Lessor’s prior written consent. Under no
circumstances shall Lessee place a sign on any roof of thPlnrcllctr;rr Cenfer.
35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall. at the optlon of Lessor. terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies.
36. Consents Except for paragraph 33 hereof. wherever in this Lease the consent of one party is required to an act of the other party such consent shall not be unreasonably wrthhetd or delayed.
37. Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.
36. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditions and provisions on Lessee’s part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof subject to all of the provisions of thts Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessee that they are fully
authorized and legally capable of executmg this Lease on behalf of Lessor and that such execution is binding upon all parties holding an ownershrp
interest in the Property.
nltlon. As used in this paragraph the word”Option” has the followmg meaning: (I) the right or option toextend the term o
39.2 Optlons Personal.
original Lessee while occupy
either by reservation or otherwise.
39.3 Muftfpfe Optlonr. In the event that Lessee has unless the prior optron to extend or renew this Lease has b
exercised only by the ng the Premises or any than Lessee. provided. se. The Options, if any,
eparated from thus Lease in any manner.
or renew this Lease a later option cannot be exerctsed
Lessee). nor (IV) in theevent that Lesso
or not the defaults are cured, du onth period of time immediately prior to the time that Le stoexercisethesubject Optlon
(b) The perrod of which an Option may be exercised shall not be extended or enl eason 01 Lessee’s inabihty to
exercise an Ophon beta provisions of paragraph 39.4(a).
under the provisions of an Option shall terminate and be of no further force or ef
40. Security Measures. Lessee hereby acknowledges that Lessor Shall have no obligation whatsoever to provide guard service or other Security
measures for the benefit of the Premises or the Industrial Center. Lessee assumes all responsibility for the protection of Lessee. its agents. and
invrtees and the property of Lessee and of Lessee’s agents and invitees from acts of third partres. Nothing herein contained shall prevent Lessor. at
Lessor’s sole optron. from providing security protectron for the Industrial Center or any part thereof, in which event the cost thereof shall be included withm the defmrtion of Operatmg Expenses, as set forth in paragraph 4.2(b).
41. Easements. Lessor reserves to Itself the right. from time to time, to grant such easements. rights and dedications that Lessordeems necessary or desrrable. and to cause the recordatlon 01 Parcel Maps and restrictions. so long as such easements, rights. dedicahons. Maps and reStriCtlOnS d0 not unreasonably Interfere wrth the use of the Premrses by Lessee. Lessee shall sign any of the aforemenhoned documents upon request Of LeSSOr
and (allure to do so shall constrtute a material default of this Lease by Lessee wlthout the need for further nOtICe to Lessee.
42. Performance Under Protest If at any hme a dispute shalt anseas to any amount or sum of money to be paid by one party to the other under the
provisrons hereof. the party against whom the obligahon to pay the money is asserted shall have the right to make payment “under prOteSt” and
such payment shall not be regarded as a voluntary payment. and there Shalt survrve the right on the part Of said party to Institute Suit for recovery Of
such sum. II 11 shall be adjudged that there was no legal obhgation on the part of sard party to pay suchsum or any part thereof, sard party shalt b8 entrtled to recover such sum or so much thereof as It was not legally requrred to pay under the provisions of this Lease.
MULTI TENANT-MODIFIED NET
CAmerican Industrial Real Estate Assoclatlon 1881 -7-
Inltfafr:
, *- FSiHIBIT C TO AGREEMENT
.
. 43. Authortty. If Lessee IS a corporation. trust. or general or limrted partnership, each individual execuhng thus Lease on behalf of such entrty
represents and warrants that he or she II duly authortzed lo execute and deltver this Lease on behalf Of sard enhty. If Lessee IS a corporalron. trust or
_. partnershrp. Lessee shall, wrthin thirty (30) days afler execution of this Lease. deliver to LesSOr evidence of such authorily satisfactory to Lessor.
44. Conflict. Any conflict between the prrnted provisions of this Leaseand the typewritten or handwritten provlsions. if any, shall be Controlled by the typewritten or handwritten provlslons.
45. Offer. Preparatton of this Lease by Lessor or Lessor’s agent and submission of same to Lessee shall not be deemed an offer to lease. This
Lease shall become brnding upon Lessor and Lessee only when fully execuled by Lessor and Lessee.
46. Addendum. Attached hereto is an addendum or addenda containing paragraphs N/A through which
constrtule a part of thus Lease.
47. DAMAGE AND IESTRUCTION.
For purposes of this paragraph, "Insured Loss" shall mean damage or destruction which was covered by an event required to be covered by the insurance described in paragraph 8. The fact that an Insured Loss has a deductible amount shall not make the loss an uninsured loss.
(1) Insured Loss: If at any time during the term of this Lease there is damage or destruction cf the Premises which is an Insured Loss, repair such damage to the Premises, then Lessor shall, at Lessor's expense, but not Lessee's fixtures, equipment or tenant improvements as soon as reasonably possible and this Lease shall continue in full force and effect,
(2) Uninsured Loss: If at any time during the term of this Lease ttere is damage or destruction of the Premises which is not an Insured Loss, Lessee shall make the repairs at Lessee's expense and this Lease shall continue in full force and effect.
(3) Waiver: Lessor and Lessee waive the provisions of any statute which relate to termination of leases whea leased property is destroyed and agree that such event shall be
governed by the terms cf this Lease. Under no circumstances shall Lessee be entitled to abatement of rent as a result of damage or destruction of the Premises.
LESSOR AN0 LESSEE HAVE CAREFULLY REAO AN0 REVIEWED THIS LEASE AN0 EACH TERM AN0 PROVISION CONTAINEO
HEREIN AND. BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AN0 VOLUNTARY CONSENT THERETO. THE PARTIES
HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AN0 EFFECTUATE THE INTENT AN0 PURPOSE OF LESSOR AN0 LESSEE WITH RESPECT TO THE PREMISES.
THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL. NO
REPRESENTATION OR RECOMMENOATION IS MAOE BY THE AMERICAN INDUSTRIAL REAL
ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS
TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
LESSOR LESSEE
.
Carlsbad Housing and Redevelopment Commission Carlsbad Unified School District
Executed on ~Cor~al* S.dl Executed on
AOORESS FOR NOTICES AN0 RENT ADDRESS
For these forms write the American Industrial Real Estate Association, 350 South Figueroa SI.. Suite 275, Los Angeles, CA 90071 (213) 6876777
Form 1OOMT 8181
EXFJBIT D TO AGREEMENT
RECORDING REQUESTED By > AND WHEN RECORDED MAIL TO:
i STRADLING, YOCCA, CARLSON SC RAUTH ) 660 Newport Center Drive Suite 1600 ; Newport Beach, California 92660 ) Attn: Joel H. Guth )
1 [Space above line for recorder’s use only.]
MEMORANDUM OF LEASE
This Memorandum of Lease is made as of the day of ,
19 - by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION
("Lessor") and the CARLSBAD UNIFSED SCHOOL DISTRICT, a public agency
("Lessee").
By this Memorandum of Lease, for good and adequate consideration and
pursuant to all the terms and conditions set forth in that certain lease
agreement by and between Lessor and Lessee and dated as of I 19 -'
(the "Lease Agreement'l), all the terms and conditions of which are made a
part hereof as though fully set forth herein, (1) Lessor does hereby lease to
Lessee and Lessee does hereby let from Lessor that certain real property,
together with the improvements located thereon, situated in the County of San
Diego, State of California, more particularly described in Exhibit "AlI
attached hereto and incorporated herein by this reference (the NPremisest’),
.
for a term of ten (10) years commencing on , 19 and ending on -
, 19 -’ unless sooner terminated in accordance with the Lease
Agreement; and (2) Lessor does hereby agree that following the end of said
ten (10) year term, provided the Lease Agreement has not been terminated
prior to the end of such ten (10) year term and Lessee is not then in default
in the payment of rent or any other sums payable by Lessee pursuant to the
terms of the Lease Agreement, Lessor shall convey to Lessee a fee interest in
the Premises pursuant to the terms of the Lease Agreement and that certain
Agreement for Cooperation Between Carlsbad Unified School District, the
Carlsbad Housing and Redevelopment Commission and the City of Carlsbad dated
I 1988, all of the terms and conditions of which are made a part
hereof or though fully set forth herein.
-
,nHIBIT D TO AGREEMENT
ALL WITNESS WHEREOF, the parties have executed this Memorandum of
Lease as of the date first above written.
“Lessor”
“Lessee”
3754r/5705/001
THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION
By: Its:
THE CARLSBAD UNIFIED SCHOOL DISTRICT
By: Its:
.
-2-
n EXHIBIT A TO MEMORANDUM
OF LEASE
EXHIBIT A
DESCRIPTION OF PREMISES
School Administrative Offices
As shown on the attached floor plans.
I : I i
I 1 I
n
El3
‘\
Efu
- . %I 1
; Irr ldidil I i K . ..~.rrr.,<,, c-- I
EXt-iIt I- E TO AGREEMENT STAl)!XlARD INDUSTRIAL LEXE - GROSS
Ah,,dlCAN INDUSTRIAL REAL ESTA7 t ASSOCIATION
a
1. Partlcr. This Lease, dated. for reference purposes only. .I9 , is made by and . belwesn ‘I~P CI tq
and Carl&ad I!nified School District (herein called “Lessor”)
(hereln called “Lessee”).
2. Premlrrr. Lessor hereby leases to Lessee and Lessee leases horn Lessor for the term. at the rental, and upon ail of the condltlons set forth
herein, that certain real property situated In the County 01 a State of C-1 i fomj a
commonly known as the SafetyCenter * ' and described es UdUO swam f00tmmla.r facilltv q and storaqe area and p arkin shown on attached plot plan .
Said real property including the land and all improvements therein. is herein called “the Premises”.
3. Term.
3.1 Term. The term of this Lease shall be for _ten.(lo) yearS
commencing on end endlng on
UnfeSS sooner terminated pursuant to any provision hereol.
3.2 Delay In Porme~rlon. Notwithstanding said commencement date, if for any renson Lessor cannot deliver possesslon of the Premises to Lessee on Said dale, Lessor shall not be subject lo any liability therefar. nor shall such failure affect the valldlty of this Leose or Ihe obligelIon of Le3see hereunder or extend lhe term hereof, but in such case. Lessee shall not be obligated to pay rent until possession of the Premises is tendered
to Lessee: provided, however, lhat if Lessor shall not have delivered possession of the Premises withln sixty (60) days from said commencement
date. Lessee may. at Lessee’s option. by notice in writing lo Lessor within ten (10) days thereafter. cancel this Lease, in which even1 the parties shall
be discharged from all obligations hereunder: provided further, however, that if such written notice of Lessee is not received by Lessor within said ten (10) day period, Lessee’s right to cancel this Lease hereunder shall terminate and be of no further force or effect.
3.3 Early Possession. If Lessee occupies the Premises prior to said commencement date, such occupancy shall be subject to all provisions
hereof. such occupancy shall not a ly rates set forth below
P tpnn nf f-his Trra~
Rent for any period during the term hereof which is for less than one month shall be a pro rata portion 01 the monthly instaltment. Rent shall be Payable in lawful money of the United States to Lessor al the address stated herem or to such other persons or at such other places as Lessor may designate in writing.
5. Socurlly Doporlt. Lessee shall deposit wfth Lessor upon execution hereof $ -e---w as security for Lessee’s failhful performance of Lessee’s obligations hereunder. II Lessee (ails to pay rent or other charges due hereunder, or otherwise delsults with respect lo any provision 01 this Lease. Lessor may use, apply or retain all or any portion of said deposit lor the payment of any rent or other charge in default or for
the payment of any other sum to which Lessor may become obligaled by reason of Lessee’s default, or to compensate Lessor for any loss or damage which Lessor may suller thereby. II Lessor so uses or applies all or any portion of said deposit. Lessee shall within ten (10) days alter written demand therefor deposit cash with Lessor in an amount sufficient to restore said deposil to the full amount hereinabove stated and Lessee 3 farlure
IO do SO shall be a material breach of lhis Lease. If the monthly rent shall. from lime to lime. increase during the term of this Lease. Lessee shall
thereupon deposit with Lessor additional security deposit 30 that the amount of security deposit held by Lessor shall at all limes bear the same
proportion to current rent as the original security deposit bears to the original monthiy rent set forth in paragraph 4 hereof. Lessor shall not be
required t0 keep said deposit separate from its general accounts. If Lessee performs all of Lessee’s obligations hereunder, said deposit, or so much
thereof as has not theretofore been applied by Lessor, shall be returned. without payment of interest or other increment for its use, lo Lessee (or. at Lessor’s option, to the last assignee, il any, of Lessee’s Interest hereunder) at the expiration of the term hereot. and after Lessee has vacated the
Premises. No trust relationship is created herein between Lessor and Lessee with respect to said Security De osit.
6. Usa.
6.1 Use. The premises shall be used and occupied only lor St- 0
G+w-7-+Ck~ + 5
v Pa w VC
supplies md supplies related to ksst+'s v
or any other use which is reasonably comparable and for no other purpose.
6.2 Compliance wlfh Law. . (a) Lessor warrants to Lessee that the Premises, lnitsstateexisting on the date that theLease term commences, but without regard to the use for which Lessee will use the Premises, does not violate any covenants or restrictions of record, or any applicable building code. regulahon or ordinance in effect on such Lease term commencement date. In the event it is delermined that this warranty has been violated. then it shall be the
obligation of the Lessor, alter written notice lrom Lessee. IO promptly, at Lessor’s sole cost and expense, rectify any such violation. In the even1
bm?e does not give to Lessor written notice of the violation of lhis warranty within six mqnths from the date lhat the Lease term commences. the
correction of same shall be the obligalion of Ihe Lessee at Lessee’s sole cost. The warranty contained in this paragraph 6.2 (a) shall be of no force or
effect il. prior to the date of this Lease, Lessee was lheowner or occupant of the Premises, and, in such event, Lesseeshall correct any such violahon
at Lessee’s sole cost.
(b) Except as provided in paragraph 6.2(a), Lessee shall, at Lessee’s expense, comply promptly with all applicable statutes. ordinances.
- rules. regulations. orders, covenants and restrictions of record. and requirements in effect during the term or any part of the term hereof. regulahng
the use by Lessee of lhe Premises. Lessee shall not use nor permit the use of the Premises in any manner that will tend lo creale waste or a nursance
or, if there shall be more than one lenant in the building containing the Premises, Shall tend to disturb such other tenants.
6.3 Condltlon of Premisea.
(a) Lessor shall deliver the Premises lo Lessee clean and free of debris on Lease commencement dale (unless Lessee is already In
possession) and Lessor further warrants lo Lessee that the plumbing, lighhng. air conditioning. healing, and loading doors in the Premises shall be
in good operating condition on the Lease commencement dale. In the event that il is determined lhat this warranty has bean violated, then it shall be
the obligatron of Lessor. alter receipt of wrttten notice from Lessee setting lorth with specificity the natureof the violation. to promptly. at LeSSOr S
sole cost. rectify such violation. Lessee’s failure lo give such written notice to Lessor within thirty (30) days after the Lease commencement dale shall cause the conclusive presumption that Lessor has complied with all of Lessor’s obligation3 hereunder. The warranty contained in thrs paragraph 6.3(a) shall be of no force or eflect II prior to the dale of this Lease, Lessee was the owner or occupant 01 the Premises.
(b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises In their condition existing aS Of the Lease commencement date or the date that Lessee lake3 possession of the Premises, whichever is earlier, subject to all applicable zoning. mUnrClpaf. county end Slate laws. ordinance3 and regulations governing and regulating the use of Ihe Premises, and any covenant3 or restrictions Of record. and accepls this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto Lessee acknowledges lhal nenher
Lessor nor Lessor s agenl has made any representation or warranty as to Ihe present or lulure suitability of lhe Premises for lhe conduct Of Lessee S busmess.
7. hValnlcnancc. Repalrs and Alterallonr.
7. I Lessee’s Obllgallona.
(a) Subjecl to the provisions of Premises and every part lhereof (whether accessable t0 Lessee) including. without
@ American lndustriaf Real Estate Association 1960
"XHIBIT E TO AGREEMENT
’ , .’ ” I - 3 I .$ maInlam. at Lessee’s expense. an air condttioning system matntenance contract) ventdating. eleCtrIcal and lighting factlitias and equlpmen1 wlthin Il~e~PfOml¶eO. fixtures. ~nler~or walls and inlerlor surface of 9x1eflOf wsll¶. Ceilings. windows, doors. PlaIe glass. and s)rylighl$, located wIthin the Premlse3. and all landscaping. drIveways. parking lots. feflCe3 and signs located in the Premise3 and all sIdewalk and parkways adlacent to Ihe Premises. , (b) If Lessee falls to perform Lessee’3 obligations under this Paragraph 7 2 of under any other paragraph of this Lease, Lessor may at LeSSOr’S option enter upon the Premlser after 10days’prior written notice to Lessee (except In the caseof emergency, in which case no nottco shall be required). perform such obligattons on Lessee’s behalf and put the Premise3 m good order. Condltlon and repatr. and the cosl thereof together with Interest lhereon at the maximum rate then allowable by law shall be due and payable a3 addltional lent to Lessor together with Lessee’s next rental in3Iallment.
(c) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessor in the same condilion as received. ordinary wear and tear excepted, clean and tree of debris. Lessee shall repair any damage IO Ihe Premtses occasioned by the inslallation or removal of its trade fixtures. fornrshlngs and equtpment. Notwithstanding anythtng to the contrary otherwlse 3tated in thrs Lease. Lessee shall leave the air lines. oower panels. electrical distfibutlon systems, lighting fixtures. space heaters, alf conditioning. plumbmg and fencing on lhe premises m good operating condition.
7.3 Alteratlon3 and Addlllona.
(a) Lessee shall not. without Lessor’s prior written consent make any alterations, improvements, additions, or Utility Installations in, on or about the Premrses. except for nonstructural alterarions not exceeding $2.500 in cumulative cost3 during the term of this Lease. In any event, whether or not in excess of $2.500 in cumulative cost. Lessee shall make no change or alteratton to the exterior of the Premise3 nor the exterior of the building(s) on the Premises without Lessor’s prior wrltten consent. As used in this Paragraph 7.3 the term “Utility Installation” shall mean carpeting. wmdow coverings, air lines, power panels, electrical distribution systems, lighting fixtures. space healers. air conditioning, plumbmg. and fencing. Lessor may require that Lessee remove any or all of said alterations. improvements, addittonsor Utility Installations at the expiration of the term. and restore the Premises to their prior condition. Lessor may require Lessee to provide Lessor. at Lessee’s sole cost and expense. a lien and comPleIion bond in an amount equal to one and one-half times theestimated cost of such improvements. to insure Lessor against any IlabIlity for mechamc’s and materialmen’s liens and to insure completion of the work. Should Lessee make any alteralions. Improvements. addIllon or U11l11y Installations wlthout the prior approval of Lessor, Lessor may require that Lessee remove any or all of the same.
(b) Any alterations. improvements. additions or Utility tnstallalions in. or about the Premises that Lessee shall desire lo make and which require3 the COnSent Of the Lessor shall be presented to Lessor in wrItten form, wilh proposed delalled plans. If Lessor shall give its consent. the consent shall be deemed conditioned upon Lessee acquiring a permit IO do so from appropriate governmental agencies. the furnishing of a copy thereof IO Lessor prior to the commencement of the work and the compliance by Lessee of all conditions of said permil in a prompt and expeditious manner.
(C) LeJsee shall pay, when due, all claims forlaboror materials furnished or alleged to have been furnished to or for Lesseeat or for use in the Premises. which claims are or may be secured by any mechanics’ or materialmen’s lien agamst Ihe Premises or any interest therein. Lessee shall glVe Lessor not les3 than ten (IO) days’ notice prtor to the commencement of any work in the Premises. and Lessor shall have the right to poll notices Of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith, contest the validity ol any such lien. claim or demand. then Lessee shall, at its sole expense defend itself and Lessor against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereol against the Lessor or the Premises, upon the condition that if Lessor shall require. Lessee shall fufmsh to Lessor a surety bond sattsfaclory to Lessor in an amount equal to such contested lien claim of demand indemnifying Lessor agamst liability for the same and holdmg the Premises free from the effect of such lien or claim. In addition. Lessor may require Lessee to pay Lessor’3 attorney3 fees and costs in parIicipaIing in such action if Lessor shall decide it is to its best interest to do so.
(d) Unless Lessor requires their removal, as set forth in Paragraph 7.3(a), all alterations. improvements, addilions and Utilily lnstallaIions (whether or not such Utility Installation3 constitute trade fixtures of Lessee), which may be made on the Premises, shall become the property of Lessor and remain upon and be surrendered with the Premise3 at the expiration of the term. NotwIthstanding the provisions of this Paragraoh 7 3(d). Lessee’s machinery and equipment, other than thal which is affixed to the Premises so that it cannot be removed wilhout material damage to the Pfesmises. shall remain the property of Lessee and may be removed by Lessee sublecl to Ihe provisions 01 Paragraph 7.2(c).
8. tnrurance: Indemnity.
6.1 Llablllty Insurance - Les3ee. Lessee shall. at Lessee’3 expense. obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Property Damage Insurance insuring Lessee and Lessor against any liability ansing out of the use. occupancy or maintenance of the Premises and all other areas appurtenant thereto. Such insurance shall be in an amount not lesr than $500.000 pef occurrence. The policy shall insure performance by Ler3ee of the indemnity provision3 of this Paragraph Et. The limit3 of said insurance shall not. however. limit the liability of Lessee hereunder.
8.4 Payment of Premium Incrrase.
(a) Lessee shall pay to Lessor. during the term hereof, i? addition to the rent, the amount of anyu.premiums for the Insurance required under Paragraph- 8.3 3
inable for said insurance assuming the most nominal use of the Premise arties mpy insert a dollar amount at the end 01
In no event, however, rocured under
(b) Lessee shall pay any such premium &WMH to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or olher SaIlSfaCtOry evidence of the amount due. If the insurance policies maintained Premtses. Lessor shall also deliver to Lejsee a statement of the amount of suchjnourno deIa& the manner in which such amount was computed. If the term 01 lhis Lease shall not expire concurrentlywith the expiration of Ihe period covered by such insurance. Lessee’3 liability for premiurruw 3hall be prorated on an annual basir. prenuum
,
8.5 fn3urance Pollcleo. Insurance required hereunder shall be in companies holding a “General PolIcyholders Rating” of al least B P~JY. or Such other rating as may be required by a lender having a lien on the Premises. as set forth in the most current issue of “8est’s Insurance Gwde ’ Lessee shall deliver IO Lessor copies of policies of liability insurance required under Paragraph 8.1 or certificates evidencing the existence and amount3 Of such insurance. No such policy shall be cancellable of subject to reduction of coverage or other modification except after Ihirly (30) days’ Prior writlen notice to Lessor. Lessee Shall, at least thirty (30) days prior to the expiration of such policies. furnish Lessor with renewals or “binders” thereof. Or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be qayable by Lessee upon demand. Lessee 3hall not do or pefmil to be done anything which shall invalidate the insurance policies referred lo in Paragraph 8.3.
8.6 Wa(Vrr of Subrogation. Lessee and Lessor each hereby release and relieve the oIher. and waive their entire righI of recovery agatnsl the other for 1053 of dilmage arising out of or incident to the peril3 insured against under paragraph 8.3, which perils occur in. on of about the Premises. whether due to the negligence of Lessor or Lessee or their agentr. employees. contractors and/or invitees. Lessee and Lessor shall. upon obrarnlng the POIiCies Of insurance required hereunder, give notice Io Iha insurance carrier or carriers that the foregoing mutUal waiver of subrogallon 1s contamed in thi3 Lease.
8.7 fndemnlly. Lessee shall indemnify and hold harmle33 Lessor from and against any and all claims arising from LeSSee’S use of Ihe Premises, or from the conduct of Lessee’3 l~smess or from any acttrity, work or Ihmgs done, permlIted or suffered by Lessee in or about the Premtses or elsewhere and shall further indemmfy and hold harmless Lessor from and against any and all claims arising from any breach of detault in fhe performance of any obligation on Lessee’s part to be performed under the terms of this Lease. or arising from any negligence Of the LeSSee. Or any of Lessee’s agents. conlractors. or employees, and from and agatnst all costs, attorney’3 fees. expenses and liabilitces mcurred in thedefense Of any such claim of any action or proceedmg brought thereon: and in case any action or proceeding be broughl agamst LeSSOf by reason Of any such claim. Lessee upon notice from Lessor shall defend the same a1 Lessee’3 expense by counsel satisfactory to Lrssor. LeSSee. as a malerial part of the consideration to Lessor. hereby assumes all risk of damage to property or mlury to persons. in, upon of about the PremlSaS arl3ing ffOm any Cause and Lessee hereby waives all claims m respect Ihereof again31 Lessor.
8 8 Exempllon ol Lessor from Llablflty. Lessee hereby aqrees the1 Lessor shall not be liable for injury to Lessee’s business or any loss of inCOme Ihefeffom or fOf damage to the goods. wares, merchandtse or Other property Of Lessee. Lessee s employees, lnvltees. customers, or any olher PerSOn In or about the Pfemtses. nor shall Lessor be liable for Injury to the person of Lessee, Lessee’s employees. agents or contractors. whether such damage or injury is caused by or results from fire. steam, el~ctrlcity, ga3. water or rain. or from Ihe breakage. leakage, obstruction Or other defect3 Of prpes, sprmklers. wires. appliances, plumbing, air conditioning or lighting fixtures, or from any other cause. whether Ihe said damage Or inlury results from condlhons artsIng upon the PfMtv$e$ or upon other porttons of the bulldmg of which the Premises are a part, or from
Other sources or Places and regardless of whether thecauseof such damage or injury or the means of repairing the same IS inaccessible 10 Lessee. Lessor Shall no1 be liable for any damages arislng from any act or neglect of any o1he.r tenanf. if any, of the budding In which located.
GROSS -2-
Inltlal : /
e
-EXHIBIT E TO AGREEMENT
-9. Damage or Dolructlon. -
9. I+ Daflnltlonr.
(a) “Premises Partral Damage” shall herein mean damage or destruction to the Premises to the extent that the cost of reoalr is less than SOY ot the fwr market value ot the Promtsar tmmedlately pnor to such damage or deatructlon. “Prermrer Buttding Partial Damn e ’ shaff hereon m?an damage or destructton to the bullding of which the Premrses are a part IO the extent that the cost of repacz Is loss than 50% 0 9 the fair market value of such butldmg as a whole immediately prior to such damage or destruction.
lb) “Premises Total Destruction” shall herein mean damage or destruction lo the Premises to the extent that the cost of repair is 50% or moreof the fair market value of the PremIsea immediately prior to such damage or destruction. “Premises Building Tofat Oeslruc11on”sh.gll hereln mean damaqe or destruction to the butlding of which the Premises are a part to the extent that the cost of repalr IS 50% or more of the fair market value Of such buttding as a whole immedlatety prior to such damage or destruction.
(c) “Insured Loss” shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described In paragraph 6.
9.2 Psrllal Damage-Insured Loss. Subject lo the provisions of paragraphs 9.4.9.5 and 9.6. if al any time during the term of this Lease there is damage which is an insured Loss and which falls in1o the classification of Premises Partial Damage or Premises Building Partial Damage, then LeSSOr shall. at Lessor’s sole cost, reparr such damage, but not Lessee’s ffxtures. equipment or tenant improvements, as soon as reasonably possible and fhls Lease shall confinue in full force and effect.
9.3 Partlat Damage - Unlnrurcd Loss. Subject to the provisions of Paragraphs 9.4.9.5 and 9 6. if at any time during the 1erm of this Lease there if damage which IS not an Insured Loss and which falh within the classification of Premises Partial Damage or Premrse$ BulldIng Parttal Damage. UnfeSS caused by a negligent or willfuf act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may at LeSSOr’S Optlon elther (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which even1 this Lease shall continue In lull force and effect. or (ci) give wrltten notice to Lessee wilhin thirty (30) days after the daleof theoccurrence of such damage of Lessor s intention IO cancel and terminate this Lease, as of the date 01 the occurrence of such damage. In the event Lessor elects to give such notcce of Lessor’s intentton tOCaflcefandterminatethisLease. Lesseeshall havelherlght wtthln ten (10) daysafterthereceiptof suchnoticetogivewrittennoticetoLessorof Lessee’s inleMon to repalr such damage at Lessee’s expense. without reimbursement from Lessor, in which even! this Lease shall continue In lull force and effect, and Lessee shall proceed lo make such repairs as soon as reasonably possible. If Lessee does not give such nollce wllhm such lo-day pertod this Lease shall be cancelled and terminated as of the date of the occurrence of such damage.
9.4 Total Dotructlon. If at any lime during the term of this Lease there is damage. whether or not an Insured Loss. (including destructIon required by any authorlzed public authority). which falls into the classification of Premises Total Oestructlon or Premtses Building Total Destruction. this Lease shall automaflcally terminate as of the dale of such total destruction.
9.5 Damage Near End of Term.
(a) ff al any timeduring the fast six months of the term of this Lease there is damage, whether or not an fnsured Loss, which falls within the classification of Premises Partial Damage. Lessor may at Lessor’s option cancel and terminate this Lease as of the date of occurrence of such damage by giving wrctten notice 10 Lessee of Lessor’s election to do so within 30 days after the date of occurrence of such damage.
(b) Nolwithstanding paragraph 9.5(a). in the event that Lessee has an oplion to extend or renew this Lease. and the timewithin which said option may be exercised has not yet expired. Lessee shall exercise such option, if it is to be exercised at all, no later than 20 days after Ihe occurrence of an Insured Loss falling within the classification of Premises Partial Oamage during the last six months of the lerm of this LBase. If Lessee duly exercises such option during said 2Oday period. Lessor shall, at Lessor’s expense. repair such damage as soon as reasonably possible and this Lease shall conhnue in full force and elfect. If Lessee fails to exercise such ootion durina said 20 dav oeriod. lhen LesSOr mav at Lessor’s option lermrnate and can&-this-Lease as of the expiration of said 20 day period by giving writ& notice to’iessee of Lessor’s election to do so wlthm 10 days after the explralion of said 20 day period, notwithstandmg any term or prowsion in the grant of opfion lo the contrary.
9.6 Abatement of Rent: Lessee’s Remcdles.
(a) In the event 01 damage described in paragraphs 9.2 or 9.3. and Lessor or Lessee repairs or restores the Premises oursuanl to the provisions Of this Paragraph 9. the rent payable hereunder for the period during which such damage, repair or restoration continues shall be abated in proPortion IO Ihe degree lo which Lessee’s use of the Premises is impaired. Except for abatement of rent, il any. Lessee shall have no claim against LeSSOr for any damage suffered by reason of any such damage, destruction. repair or restoration.
(b) ff Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and shall nol commence such repair Or reStOratiOn wtlhin 90 days after such obligalions shall accrue, Lessee may al Lessee’s option cancel and terminate lhis Lease by givmg Lessor written notice of Lessee’s eleclion lo do so at any lime prior to the commencement of such repair or restoralion. In such event thus Lease shall terminate as of 1he dale of such notice.
9.7 Tsrmlnrtlon - Advance Payments. Upon Iermination of this Lease pursuant to this Paragraph 9. an equitable adjustment shall be made concerning advance rent and any advance payments mada by Loareo lo Lessor. Laraor ehall. in l ddltlon, return to LesseO SO much of LesseC s socurlly deposit as has nol therelofore been applied by Lessor.
9.6 Walvar. Lessor and Lessee waive the provisions 01 any statutes which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.
IO. Acal Property Taxes.
10.1 ks=91 payment ol fax Increase. +eeeer s all pay the real property tax. as defined in paragraph 10.3. applicable to the Premises;-
Sucf-~payJnent shall be made by Lessee wcthin thirty (30) days after receipt of Lessor’s wrItlen
statement setting forth the amount of sucMe@s&nd the computation thereof. II the term of this Lease shall not expire concurrently with the expiration of the tax fiscal year. Lessee’s liability for increased taxes for the last partial lease year shall be prorated on an annual basis.* m
10.3 Deflnltlon of “Real Property Tax”. As used herein. the term “real property lax” shall include any form of real estate tax or assessment. general. special. ordinary or extraordinary. and any license fee, commercial rental tax, improvement bond or bonds. levy or tax (other than mherltance. personal income or estate taxes) imposed on the Premises by any authoriry having the direct or indirect power to tax, includmg any city. state or federal government, or any schoof. agricultural, sanitary, fire, street, drainage or other improvemenl district thereof. as against any legal or equitable interest of Lessor in the Premises or in the real property of which the Premises are a part, as against Lessor’s right to renf or other income therefrom, and as against Lessor’s business of leasing the Premises. The term “real property tax” shall also include any tax. fee. levy. assessment or charge (i) In substitution of. partially or totally. any tax. fee. levy. assessmentorcharge herelnabove included within the delimIton Of “real property tax.” or (ii) the nature of which was hereinbefore included within the definition of “real property tax.” or (iii) which is imposed for a . service Or right not charged prior to June 1, 1976. or. if previously charged, has been increased since June 1, 1978. or (iv) which is imposed as a result of a Iransfer. either partial or total, of Lessor’s interest in the Premises or which is added to a tax or charge hereinbefore included wlthln the definition of real properly lax by reason of such transfer, or(v) which is imposed by reason of this transaction, any modificalions or changes hereto. or any transfers hereof.
10.4 Jolnt Assesrmenl. If the Premises are not separately assessed, Lessee’s liability shall be an equ/labl$ proportion of the real property taxes for all of the land and improvements included within the tax parcel assessed. such proportion to be determined by Lessor from 1he respective valuations assigned in the assessor’s work sheels or such other information as may be reasonably available. Lessor’s reasonable determmatcon Ihereof. in good faith. shall be conclusive,
10.5 Personal Properly Taxer.
(at Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other PerSOn af property Of Lessee contained in the Premises or elsewhere. When possible, Lessee shall cause said trade fixtures, furnishings. equipment and all other personal property to be assessed and btlled separately from the real properly of Lessor.
(b) If any of Lessee’s said personal property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attribulable to Lessee within 10 days after recetp1 of a written statement setting forth the taxes applicable to Lessee’s property.
Il. Utlliller. Lessee shall pay for all water, gas, heat. light, power, telephone and other utilities and services supplied 10 the Premises together wilh any taxes thereon. If any such services are not separately metered to Lessee. Lessee shall pay a reasonable proportion to be determlned by Lessor of aff charges jointly metered wilh other premises.
12. Asalgnmenl and SublettIng.
ter such assignment or f whom shall not be necessary
Lessee of Lessee’s obligation or alter the ssee hereunder. The acceptance of rent by sent to one assignment or subletllng shall eeof Lesseeor any successor Of Lessee. in esstty 01 exhaustmg remedies agamst said modifications to thus Lease with assignees nt thereto and such action shall not relieve
GROSS -3-
- F-IBIT E TO AGREEMENT .
- k I * 13.1 DOfautta. The occurrence of any one or mOr0 Of the fOttOwing event9 shall Constitute a material default and breach of this Lease by ’ Lessea: *_ (a) The vacating or abandonment of the Premises by Lessee.
(b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, a where such falture shall continue for a period of three days after written notice thereof from Lessor to Lessee. In the event that Lessor 9erves Lessee wrth a NotIce to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or Ouit shall also constrtute the notice requtrcd by thus subparagraph.
(C) The failure by Lessee to observe or perform any of the covenants. condttlons or provlsions of thls Lease to be observed or performed by LeSseO. other than dercrlbed In paragraph (b) above. where such failure shalt contfnue for a period of 30 days after written notlce rhereof from LeSSOr to Lessee: provtded. however, that If the nature of Lessee’s default is such that more than 30 days are reasonably required for its cure. then Lessee shall not be deemed to be in default II Lessee commenced such cure within safd 30-day perfod and Ihereafter diligently prosecutes such cure to completion.
(d) (if The making by Lessee of any general arrangement or assignment for the benefit of creditors: (ii) Lessee becomes a “debtor” as defined in 11 US C. §lOl or any successor statute thereto (unless. in the c99e of a petition filed against Lessee, the same is dismissed wnhrn 60 days): (iii) the appomtment of a trustee or recerver to take possession 01 substanhally all of Lessee’s assets located at the Premrses or of Lessee s interest in this Lease, where possession is not restored to Lessee within 30 days: or (iv) the attachment, execution or other judicral setrure of substanttally all of Lessee’s assets located at the Premises or of Lessee’s interest in lhis Lease. where such seizure IS nol discharged within 30 days. Provrded. however, In the event that any provtsion of thus paragraph 13.1(d) is contrary lo any applicable law, such provision shall be Of no force or effect.
(el The discovery by Lessor that any fmanciaf statement given to Lessor by Lessee. any assigneeof Lessee. any subtenant of Lessee, any SuCCes9or in interest of Lessee or any guarantor of Lessee’9 obligation hereunder, and any of them, was materially lalse.
13 2 Aemedlrr. In the event of any such material default or breach by Lessee. Lessor may at any time thereafter. with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breech:
(a) Terminate Lessee’9 right to possession of the Premise9 by any lawful mean9. in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lesseeall damages incurred by LeSSOr by reason of Lessee’s default including, but not limited to. the cost of recovering possession of the Premise9; expenses of reletting, including necessary renOvatrOn and alteration of Ihe Premfses. reasonable altorney’s lees, and any real estate commission actually paid: the worth at the time Of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount Of such rental loss for the same pertod that Lessee prove9 could be reasonably avoided; that portion of the leasing commission paid by Lessor pursuant to Paragraph 16 applicable to the unexpired term of this Lease.
(b) Maintain Lessee’s right to possessron in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the ~remiSc!S. In such event Lessor shall be entitled to enforce all of Lessor’s right9 and remedies under this Lease, inctuding the right to recover the rent as it become9 due hereunder.
(C) Pursue any other remedy now or hereafter available to Lessor under the laws or fudiclal decisions of the stale whereln the Premises are located. Unpatd installmenls of rent and olher unpaid monetary obligalions of Lessee under lhe terms of this Lease shall bear Interest from the date due at the maximum rate then allowable by law.
13.3 Defeull by Lessor. Lessor shall not be in default unless Lessor fail9 to perform obligation9 required of Lessor within a rea9onable time. but in no event later than thirty (30) day9 after wrrtten notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premise9 whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor ha9 failed to perform such obligation; provided. however, that if the nature of Lessor’s obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in default if Lessor commence9 performance within such 30-day period and thereafter diligently prosecutes the Same t0 completron.
13.4 Late Charger. Lessee hereby acknowledge9 that late payment by Lessee to Lessor of rent and other sum9 due hereunder will cause LeSSOr to incur costs not COntemphted by this Lease. theexact amount of which will be extremely difficult to ascertain. Such Costs include. but are not limited to, processing and accounting charges, and lets charges which may be imposed on Lessor by Ihe terms of any mortgage or trust deed covering the Premrses. Accordingly, if any inslallment of rent or any olher sum due from Lesseeshall not be received by Lessor or Lessor’9 designee within ten (10) days after such amount shall be due. then. without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal to 6% Of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the Costs LeSSOf will incur by reason of tale payment by Lessee. Acceptance of such late charge by Lessor shall In no event constitute a WelVer Of Lessee 9 default with respect to such overdue amount. nor prevent Lessor from exercising any of Ihe other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected. for three (3) consecutive instsllments of rent, then rent shall automatlcally become due and payable quarterly in advance. rather than monthly, notwithstanding paragraph 4 or any other provlsion of this Lease to the contrary.
13.5 Impounds. In the event that a late charge is payable hereunder, whether or not collected, for three (3) installments of rent or any other monetary obligatron of Lessee under the terms of this Lease. Lessee shall pay to Lessor. if Lessor shall so request. in addition to any other payment9 requued under this Lease, a monthly advance installment, payable at the same time es the monthly rent, a9 estimated by Lessor, for real property tax and insurance expenses on the Premise9 which are payable by Lessee under the terms of this Lease. Such fund shall be e9tablished to insure payment when due, before delinquency, of any or all 9uch real property taxes and Insurance premiums. If the amounts paid to Lessor by Lessee under the provision9 of this paragraph are insufficient to discharge the obligation9 of Lessee to pay such real property taxes and insurance premiums as the same become due. Lessee shall pay to Lessor. upon Lessor’s demand, such additional sums necessary to pay such obligations. All moneys patd to Lessor under this paragraph may be intermingled with other moneys of Lessor and shall not bear interest. In the event Of a default in the obligation9 of Lessee to perform under this Lease, then any balance remaining from funds paid to Lessor under the provisions of this paragraph may. at the optfon of Lessor. be applied to the payment of any monetary default of Lessee in lieu of being applied lo the payment of real Properly tax and insurance premiums,
14. Condemnation. If the Premise9 or any portion thereof are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are hereln called “condemnation”), this Lease shall lerminate as to the part so taken a9 of lhe date lhe condemning authority takes title or possession. whichever first occurs. If more than 10% of the floor area of the building on Ihe Premises. or more than 26% of the land area of the Premise9 which i9 not occupied by any building, i9 laken by condemnation, Lessee may, at Lessee’s Option. to be exerccsed in writing only wilhin ten (10) days after Lessor shall have given Lesseewntlen notice of such taking (or in the absence of such notice. within ten (to)
- days after the condemning authority shall have taken possession) terminate this Lease a9 of the date the condemning authority takes such po9sess~0n. lf Lessee does not terminate thts Lease in accordance with the toregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shell be reduced in the proportion that the floor area of the building taken bear9 to the tOt8l ffOOr area of the building situated on the Premiser. No reduction of rent shall occur if the only area taken is that which doe9 not have 8 building located thereon, Any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made under threat of the exercise of such power Shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold cr for the taking of the fee. or as severance damages: provided, however, that Lessee shall be entitled to any award for loss of or damage to Lessee’s trade fixtures and removable personal property. In the event that thi9 Lease is not terminated by reason of such condemnation. Lessor shall to the extent of severance damages received by Lessor in connectloo with such condemnation, repair any damage to lhe Premtses caused by such condemnation except to the extent lhat Lessee has been reimbur9ed therefor by Ihecondemning authority. Lesseeshall pay any amount in excess . of such severance damage9 required to complete such repair.
Lessor and said broker(s), the 9u
(b) Lessor further agree9 that thi9 Lease, or any subsequently granted o
, for brokerage services r 9) to Lessor in this transaction.
ease. which is granted to Lessee under to Lessee under this Lease, or if Lessee acquires
of the term of this Lease Into between the partIe
ns, Lessor shall pay said
le. Estoppel Certlflcato.
(a) Lessee shall at any time upon not less than ten (10) days’ prior written notice from Lessor execute, acknowledge and detiver to Lessor a statement to wrning (I) certcfying that this Lease i9 unmodified and in full force and effect (or, II modified. stating the nature Of such modification and certifymg that thrs Lease. as so modrfied. is tn full force and effect) end the date to which the rent and other charges are patd in advance. if any. and (Ii) acknowledging that there are not, to Lessee’s knowledge. any uncured defaults on the part of Lessor hereunder, or Specifying such defaults if any are clarmed. Any such statement may be conclusrvely relied upon by any prospecttve purchaser or encumbrancer ot the Premise,.
(b) At Lessor’s option. Lessee’s failure to deliver such statement within such time shall be a material breach of this Lease Or shalt be COnCtuSlve UPOn Lessee (i) lhat this Lease is in full force and effect, without modificatfon except as may be represenled by Lessor. (Ii) that there are n0 uncured defaults In Lessor’s performance. and (iti) that not more lhan one month’s rent has been patd in advance or such failure may be ConsIdered by LeSSOr as a default by Lessee under thi9 Lease.
GROSS -I-
EXHIJQT E TO AGREEMENT
(ct lf LeS9Or desirer to finance. afinance. Or sell the Premises. Of any parl Ihereof. Lessee hereby agree9 lo deliver lo any lender or c ’ +jUiChaser designated by Le99or such financial statements of Lessee as may be reasonably required by such lender or purchaser. Such statamants ’ shall include the past three years’ financial s+a(ements of Lessee. All such financial statemen(s shall bg received by Lessor snd such lender or purchaser in confidence and 9hafl be used only for the purpose9 herein set forth.
A 1”‘. L0l80r’e Lfablllfy. The term “Lessor” as used herein shall mean only the owner or owners al the time in question of the fee title or a lessee’s Interest In a ground IeaSe Of th0 Premises, and except as expressly provided in Paragraph 15, in the even) of any transfer of such +i++e or interest. LeSSOr hereon. named (and rn case of any subsequent transfer9 then the grantor) shall be relieved from and after the date of such transfer of all liabtlity as reSpeCt9 b3SSOr’s obligalions thereafter lo be performed. provided that any funds in the hands of Lessor or the Ihen grantor a+ the lime of such IranSfer. In which Lessee ha9 an interest, Shall be delivered to the grantee. Theobllgalions contained in IhiS Lease lo be performed by Lessor shall. sublect as aforesaId. be binding on Lessor’9 successors and assignr. only during their respective period9 of OwnershIp.
18. Severablll(y. The invalidity of any provision of thi9 Lease a9 delermined by a court of competent jurisdiction. shall in no way affect the validity of any other prowsion hereof.
19. fnlareSt On Pant-duo Obllgallonr. Except a9 expressly herein provided, any amount due to Lessor not paid when due shall bear interest al the mallmUm rate then allowable by law lrom the dale due. Payment of 9uch interest shall no+ excuse or cure any defautt by Lessee under this Leaye. provided. however, that interest shall not be payable on late Charges incurred by Lessee nor on any amounls upon which late charge9 are patd by Lessee.
20. tlmo of Esaencr. Time is of the essence.
21. Addl(lonal Renl. Any monetary obligations of Lessee to Lessor under the terms’ol this Leare shall be deemed to be rent.
22. ,tnCOrPOraHon of Prior Agreements: Amendmenlr. This Lease contains all agreements of the parties with respect to any matter mentioned
herem. NO prior agreement or understanding pertaining lo any such matter shall be effective. This Lease may be modified in writing only, signed by
the PartleS In interest at the time of the modification. Except a9 otherwise stated In this Lease, Lessee hereby acknowledqes thaI neither +he real efIaIe broker lisIed in Paragraph 15 hereof nor any cooperaNn broker on thi9 transactlon nor (he Lessor or any employee9 or agents of any of said perSOnS has ITIlde any Oral or written warranties or representattons to Lessee relativeto Ihe condillon or use by Lessee of 9ald Premises and Lessee acknowledges that Lessee assumes all responsibility regarding Ihe Occupational Safety Heallh Act, the legal use and adaptability of Ihe Premises and the Compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as olheW&especifically stated in this Lease.
23. NotIces. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified mail, and if given Personally or by mall. shall be deemed sufficiently given if addressed lo Lessee or to Lessor at the address noted below the signature of the respective partles. as (he case may be. EiIher party may by notice to Iheother specily a different address for notice purposes except that upon Lessee’s taking possession of the Premises. the Premises shall constitute Lessee’s address for notice purposes. A copy of all notices requtred or permitted +O be given lo Lessor hereunder shall be concurren(ly transmitted to such party or parties at such addresses a9 Lessor may from lime lo time hereafter designate by notice to Lessee,
24. Walverr. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Lessee Of the Sam0 or any other provision. Lessor’s conlent lo. or approval of any act. shall not be deemed to render unnecessary the obtaintng of Lessor’s Consent to or approval of any subsequent act by Lessee. The acceptance 01 rent hereunder by Lessor shall not be a waiver 01 any precedmg breach by Lessee of any provtsion hereof, other than Ihe failure of Lessee lo pay the particular rent 90 accepted, regardles9 of Lessor’s knowledge of such preceding breach al the time of acceptance of such rent.
25. Recordlnp. Either Lessor or Lessee shall. upon request of the other, execute, acknowledge and deliver to the other a “short form” memorandum of lhis Lease lor recording purposes.
27. Cumulallve Remedler. No remedy or election hereunder Shall be deemed exclusive but shall, wherever posrlble. be cumuIa1ive with all Other remedies al +aw or in equity.
29. Covenanta and Condltlona. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condilion.
29. Slndlng Effect: Cholco of Law. Subject to any provisions hereof restricting assignment or subletting by Lessee and subject lo the provisions Of Paragraph 17. this Lease shall bind Ihe parties. their personal representatives. successors and assigns. This Lease shall be governed by the laws Of Lhe State wherein the Premises are localed.
30. Subordlnafton.
(a) This Lease. at Lessor’s option, shall be subordinate to any ground lease. mortgage. deed of trust. or any other hypolhecatron or security now or hereafter placed upon the real property of which the Premises are a pat-l and to any and all advances made on the security thereof and IO all renewals, modifications. consolidations, replacements and exten9ions thereof. Notwi(hstanding such subordination. Lessee’s righI lo quiet possession 01 the Premises shall not be disturbed If Lessee is not in default and so long as Lessee shall pay the rent and observe and perlorm all of Ihe provision9 of this Lease, unless this Lease is otherwise terminated pursuant lo ils terms. If any mortgagee. trustee or ground lessor shall
elect lo have this Lease prior tothelien of ils mortgage, deed of trust or ground lease. and shall givewritten nolice thereof lo Lessee. lh19 Lease shall be deemed prior to such mortgage. deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the dale of said motlgage. deed Of trust or ground lease or’the date of recording thereof.
(b) Lessee agree9 (0 execu1e any documents required to effectuate an attornment. a subordination or lo make (his Lease prior to the lien of any mortgage. deed o! trust or ground lease. as the case may be. Lessee’s failure lo executesuch documents within 10 days alter written demand shall constitute a material default by Lessee hereunder. or, at Lessor’s option, Lessor shall executesuch document9 on behalf of Lessee as Lessee 9 altorney-in-fact. Lessee does hereby make. constitute and irrevocably appomt Lessor as Lessee’s attorney-in-facl and in Lessee’s name, place and stead. to execute such documents in accordance wilh this paragraph 30(b).
31. Attorney’s Fees. If either party or the broker named herein brings an action lo enforce the terms hereof or declare righls hereunder. +he prevailing party in any such action. on trial or appeal, shall be entitled to his reasonable attorney’s fees to be paid by the losing party as fixed by the court. The provisions of lhis paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right hereunder.
32. Lessor’s Access. Lessor and Lessor’s agents.shall have Ihe right lo enter Ihe Premises al reaionable limes for the pitrpose of inspecttng the same. showing the same to prospective purchasers. lenders, or lessees, and making such alferations. repairs, improvements or addtlions lo the Premises or lo the building of which they are a part as Lessor may deem necessary or desirable. Lessor may at any time place on or about the Premises any ordmary “For Sale” signs and Lessor may at any time during the last 120 days of the term hereof place on or about the Premises any
, ordinary “For Lease” signs, all without rebate of rent or IiabiliIy lo Lessee.
33. Auctfonr. Lessee shall not conduct, nor permit to be conducted, either voluntarily or Invol&arily. any auction upon the Premises wlfhout first having obtained Lessor’s prior written consent. Nolwithstanding anything to Ihe contrary in this Lease, Lessor shall not be obhgaled 10
exercise any standard of reasonableness in delermining whether to grant such consenl.
34. Slgnr. Lessee shall not place any sign upon the Premises without Lessor’s prior written consent except that Lessee shall have the rIghI. wilhoul the prior permcssion of Lessor lo place ordinary end usual for rent or sublet signs thereon.
35. Merger. The voluntary or other surrender of ihis Lease by Lessee, or a mutual cancellation thereof, or a lerminatio‘n try Lessor. shall not work a merger, and shall. al the option of Lessor, terminate all or any existing subtenancies or may, at the opIion of Lessor, operale as an asslgnmenl 10 Lessor of any or all of such subtenancies.
36. Conmentr. Except for paragraph 33 hereof, wherever in this Lease th? consent of one party is required lo an act of the other party. such ConSent shall not be unreasonably wrlhheld.
37. Guaranlor. In Ihe even1 that there is 8 guarantor of this Lease, said guarantor shall have Ihe same obligations as Lessee under thl9 Lease.
38. ~uleIPorrarslon. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants. conditions and prOviSiOn9 On LeSSee’S part lo be observed and performed hereunder. Lessee Shall have quiet possesston of the Premises for the entire term hereof subject to all of the provisions of thl9 Lease. The individuals executing thi9 Lease on behalf of Lessor represent and warrant to Lessee thal they are
fully authorrred and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parlie holding an ownership interest in the Premises.
GROSS -s-
&#lIBIT E TO AGREEMENT
s. In the even? thar Lessee has any multiple options to extend or renew this Lease a later opti extend or renew thts Lease has been so ererclsed.
an Option. notwithstanding any prow onlrary. (i) durinq tr see a notice of default pursuant to par period of time commencing nuing until Iheoefau on n to Lessor IS due tror
event fhat Less paragraph 13 4 that Lessee mte d. during the 12 month pertod prior to the hmr.
or enlarged by reason of Lessee’s inability tc
minate and beof m of this Lease. ( hsfanding Lessee’s due monetary oblrgafton of Lessee). or (it) Lessee of such defaull
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40. MultIpIe Tenant Bullding. lntheevent that the Premises are part of a larger building or groupof bulldings then Lessee agrees that it will ablde by. keep and observe alt reasonable rules and regulations which Lessor mey make from time to time for the management, safety. care. and ctaantmess of the bullding and grounds, the parkmg of vef-icles and the preservation of good order therein as well as for the convemence of other OCCUpantS and tenants of the building, The vIolalions of any such rules and regulations shall be deemed a malerlal breach of this Lease by Lessee.
41. Security Measures. Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the cost of guard serviceor other securily measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection Of LeSSeO. its 8QOnls and inwtees from acts of third parties.
42. Easements. Lessor reserves to itself the right. from time to time. to grant such easements. rights and dedications that Lessor deems necessary or deslrabie. and to cause the recordation of Parcel Maps and restrictions, so long as such easements. rights. dedications. Maps and restricttons do not unreasonably interfere wtth the use ot the Premises by Lessee. Lesseeshail sign any 01 theaforementioned documents upon request of Lessor and failure to do so shall constitute a matertal breach 01 this Lease.
43. Per?ormance Under Protest. lfat any time a dispute shall arise as to any amount or sum of money to be paid by one party to the other under the provisIons hereof. the party agamst whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shalt not be regarded as a voluntary payment. and there shall survtve the right on the part of said party to institute suil for recovery of such Sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereot. said party shall be entitled to recover such sum or so much thereof a8 it was not legally required to pay under the prowsions of this Lease.
44. Authorfly. If Lessee is a corporation, trust, or general or limited partnership oath individual executing this Lease on behalf of such entity represents and warrants that he or she is duty aulhorczed to execute and deliver this Lease on behalf of said entity if Lessee is a corporation. trust or partnership. Lessee shall. within thirty (30) days after execution of this Lease, deliver lo Lossor evidence of such authority satisfactory to Lessor.
45. Conlllct. Any conflict between the printed provisions of this Lease and Ihe typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provtsions.
46. Addendum. Attached hereto is an addendum or addenda containing paragraphs 47 through 48 which constitutes a
part of lhis Lease.
LESSOR AN0 LESSEE HAVE CAREFULLY REAO AN0 AEVIEWEO THIS LEASE AND EACH TERM AN0 PROVISION CONTAINED HEREIN ANO. BY EXECUTION OF THIS LEASE. SHOW THEIR INFORMEO AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT. AT THE TIME THIS LEASE IS EXECUTED. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AN0 EFFECTUATE THE INTENT AN0 PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
* IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATfNG THERETO; THE PARTIES SHALL THE AOVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEOUENCES OF T RELY&OLELY UPON
The p8rtter herelo hrve executed this Le88r rt the plrcr on th8 d8ta spae
Executed81 c*%%%%l . i%
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Executed al
on
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“LESSEE” (Corporate seal)
For these farms write or Call the American Industrial Real Estate Association, 345 South Figueroa Sl. M-l. LOS Angelo% CA 90071 (213) 687-8777 Form tOSg 760
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(Safety Center Lease)
--EXHIBIT E TO AGREEMENT
LEASE ADDENDUM
47. Notwithstanding anything else contained in this Lease to the contrary, Lessee shall have the right to terminate this Lease at any time by giving thirty (30) days prior written notice to Lessor. In the event of such termination, rent and all other sums payable by Lessee under the terms of this Lease shall be prorated as of the date of such termination, and any amounts owed by Lessor to Lessee or by Lessee to Lessor shall be due and payable thirty (30) days following the date of such termination.
48. Lessee shall not have the right to hold over after the end of the ten (10) year term of this Lease unless Lessee delivers to the City, within one hundred eighty (180) days prior to the end of said term, written notice that it desires to continue this Lease on a month-to-month basis at Fair Market Rental Value together with a one-time only sum payable as consideration for extension of this Lease on a month-to-month basis in an amount equal to two percent (2%) of the sum of rent paid by Lessor to Lessor pursuant to the terms hereof during the ten (10) year term.
For purposes of paragraph 48, "Fair Market Rental Value" shall be determined, as follows:
(9 At least 180 days prior to the date ten (10) years after commencement of this Lease ("Tenth Anniversary Date"), Lessee and Lessor shall attempt to reach agreement as to the Fair Market Rental Value.
(ii) In the event that Lessee and Lessor are unable to agree upon a Fair Market Rental Value within such period,'then no later than the 150th day prior to Tenth Anniversary Date, Lessee and.Lessor shall jointly attempt to agree on the appointment of a real estate appraiser who is a member of the American Institute of Real Estate Appraisers or any successor thereto (or in the event the American Institute or Society of Real Estate Appraisers or any successor shall not then be in existence, a disinterested real estate appraiser having appropriate qualifications to appraise commercial real estate as set forth immediately below), with at least ten (10) years professional experience in Southern California in appraising land and improvements similar to the leased . premises. All appraiser’s selected pursuant to the provisions hereof shall.be impartial and unrelated, directly or indirectly, so far as employment of services is concerned, to any of the parties hereto, or their
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+ ‘YHIBIT E TO AGREEMENT
successors. The cost of the services performed by such appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties shall determine the “Fair Market Rental Value” in the manner herein specified and shall render his or her appraisal within one hundred twenty (120) days after said appraiser has been selected.
(iii) Failing the joint action within the time specified in (b) above, Lessee and Lessor shall each within an additional fifteen (15) days, separately at its own cost designate any appraiser meeting the qualifications stated in paragraph (ii) above. If two appraisers are appointed and they concur on the Fair Market Rental Value, the Fair Market Rental Value determined by them shall be the Fair Market Rental Value. If the appraisers do not concur, and the difference between the respective higher and lower determinations of Fair Market Rental Value is an amount less than ten percent (10%) of the amount of the higher determination of the Fair Market Rental Value, the mean average of the two determinations shall be the Fair Market . Rental Value. The two appraisers shall render their respective appraisals within one hundred twenty (120) days after they have been selected.
(iv) If the difference between the two deter- minations exceeds the amount specified above, the two appraisers shall jointly select a third appraiser meeting the qualifications set forth in paragraph (ii) above, and if they are unable to agree on a third appraiser either of the parties to this Lease, by giving fifteen (15) days notice to the other party, may apply to the presiding judge of the Superior Court of San Diego County to select a third appraiser who meets the qualifications set forth in paragraph (ii) above. The third appraiser, however selected, shall be a person who has not acted in any capacity for either party. Within fifteen (15) days from the date of the selection of the third appraiser, all three appraisers shall meet and the first two appraisers shall present to the third appraiser all of their findings, data and conclusions as to the Fair Market Rental Value. The third appraiser shall review all such findings, data and conclusions, and shall determine which of the two appraisers’ respective determinations is the more reasonable determination. The third appraiser shall not be permitted to make any other independent determination of Fair Market Rental Value. The appraiser’s determination found by the third appraiser to be the most reasonable determination shall be the Fair Market Rental Value. The third appraiser’s conclusion shall be reached within one
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‘3 'IXHIBIT E TO AGREEMENT
hundred twenty (120) days from the selection of the third appraiser. The expenses related to the selection and services of the third appraiser shall be shared equally by the District and the City.
(VI In the event that the final determination of Fair Market Rental Value occurs after the Tenth Anniversary Date, the Fair Market Rental Value, as determined shall nonetheless commence concurrently with the first day of the Lease term following the expiration of the initial ten (10) year term.
3764r/
- -EXHIBIT 2
FIRST AMENDMENT TO GROUND LEASE
AT SAFETY CENTER
This First Amendment to the Ground Lease, dated July 1, 1988 (also Exhibit E of
Contract No. C-45-8788) is made on this 12th day of JULY , 1995
between the Carlsbad Unified School District (lessee) and the City of Carlsbad (lessor).
RECITALS
WHEREAS, THE PARTIES ENTERED INTO an Agreement for Cooperation,
dated March 23, 1988, and a subsequent Ground Lease on July 1, 1988, for lessee’s use
of modulars and parking space at lessor’s Safety Center, and
WHEREAS, it is desirable to amend said lease to provide for an exchange of
modular units plus ten additional parking spaces to the lessee and a commensurate rental
increase.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph 2 of the Ground Lease is amended by changing the square
footage from 3260 to 3000 and adding after the existing text the following: Lessee agrees to turn back to the City one (1) 12’ x 58’ storage modular (indicated as #l on the plot
plan attached and marked Exhibit A to First Amendment to Ground Lease) in exchange
for the use of the restroom modular (indicated as #4 on Exhibit A).
2. Paragraph 3.1 is amended by adding the beginning and ending dates of the
term of ten years as: July 1, 1988 and July 30, 1998 respectively.
3. Paragraph 4 of the Ground Lease is amended by increasing the monthly
rental by $450 per month from the current rate of $754 to $1,204 for the duration of the
lease.
4. Paragraph 6 of the Ground Lease is amended to increase the number of
vehicle storage spaces from twenty-two (22) to thirty-two (32) at the sites shown on
Exhibit A .
5. The change in the rental amount shall be effective January 1, 1995.
6. Except as expressly modified herein, the remaining terms and conditions of
the Ground Lease remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Ground Lease as of the date set forth above.
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LESSEE: LESSOR:
Carlsbad Unified School District
Date: G-*9s-
By: $&&.,.
City of Carlsbad
Dat
By:
Approved as to form: -_-
,c;u!J ” Assistant City Attornd
MIS%lOO.FM